Exhibit 4.1


 


 


 


GS
MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


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

as Master Servicer


 


torchlight
loan services, llc,

as General Special Servicer


 


rialto
capital advisors, llc,

as Veritas Multifamily Pool 2 Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


May
1, 2016


 


GS
Mortgage Securities Trust 2016-GS2

Commercial Mortgage Pass-Through Certificates


 


Series
2016-GS2


 









    	 	 	 



     


    

 


TABLE
OF CONTENTS


 





	 	 	 	 	Page
	 	 	 	 	 
	 	 	ARTICLE I	 	 
	 	 	 	 	 
	 	 	DEFINITIONS	 	 
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Certain Calculations	 	120
	 	 	 	 	 
	 	 	ARTICLE II	 	 
	 	 	 	 	 
	 	 	CONVEYANCE OF MORTGAGE LOANS;	 	 
	 	 	ORIGINAL ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	121
	Section 2.02	 	Acceptance by Trustee	 	125
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	127
	Section 2.04	 	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	143
	Section 2.05	 	Creation of the Grantor Trust	 	144
	 	 	 	 	 
	 	 	ARTICLE III	 	 
	 	 	 	 	 
	 	 	ADMINISTRATION AND	 	 
	 	 	SERVICING OF THE TRUST FUND	 	 
	 	 	 	 	 
	Section 3.01	 	The Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	 	144
	Section 3.02	 	Collection of Mortgage Loan Payments	 	152
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	156
	Section 3.04	 	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan Custodial Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Class PEZ Distribution Account	 	161
	Section 3.05	 	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	 	167
	Section 3.06	 	Investment of Funds in the Collection Account and the REO Accounts	 	179
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	181


 






    	 	 	 



     


    

 


	 	 	 	 	 
	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	186
	Section 3.09	 	Realization Upon Defaulted Mortgage Loans and Companion Loans	 	190
	Section 3.10	 	Trustee and Custodian to Cooperate; Release of Mortgage Files	 	194
	Section 3.11	 	Servicing Compensation	 	195
	Section 3.12	 	Inspections; Collection of Financial Statements	 	201
	Section 3.13	 	Access to Certain Information	 	206
	Section 3.14	 	Title to REO Property; REO Account	 	219
	Section 3.15	 	Management of REO Property	 	220
	Section 3.16	 	Sale of Defaulted Mortgage Loans and REO Properties	 	223
	Section 3.17	 	Additional Obligations of Master Servicer and Special Servicers	 	229
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	231
	Section 3.19	 	Transfer of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report	 	239
	Section 3.20	 	Sub-Servicing Agreements	 	246
	Section 3.21	 	Interest Reserve Account	 	249
	Section 3.22	 	Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers	 	249
	Section 3.23	 	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of Directing Holder	 	250
	Section 3.24	 	Co-Lender Agreements	 	254
	Section 3.25	 	Rating Agency Confirmation	 	257
	Section 3.26	 	The Operating Advisor	 	260
	Section 3.27	 	Companion Paying Agent	 	266
	Section 3.28	 	Companion Register	 	267
	Section 3.29	 	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	267
	Section 3.30	 	Delivery of Excluded Information to the Certificate Administrator	 	268
	 	 	 	 	 
	 	 	ARTICLE IV	 	 
	 	 	 	 	 
	 	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	 
	 	 	 	 	 
	Section 4.01	 	Distributions	 	269
	Section 4.02	 	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	281
	Section 4.03	 	P&I Advances	 	287
	Section 4.04	 	Allocation of Realized Losses	 	290
	Section 4.05	 	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	291
	Section 4.06	 	Grantor Trust Reporting	 	296
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	297
	Section 4.08	 	Secure Data Room	 	300


 






    	 	-ii- 	 



     


    

 


	 	 	 	 	 
	 	 	ARTICLE V	 	 
	 	 	 	 	 
	 	 	THE CERTIFICATES	 	 
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	301
	Section 5.02	 	Form and Registration	 	302
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	304
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	311
	Section 5.05	 	Persons Deemed Owners	 	312
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	312
	Section 5.07	 	Maintenance of Office or Agency	 	313
	Section 5.08	 	Appointment of Certificate Administrator	 	313
	Section 5.09	 	Exchangeable Certificates	 	314
	Section 5.10	 	Voting Procedures	 	315
	 	 	 	 	 
	 	 	ARTICLE VI	 	 
	 	 	 	 	 
	 	 	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, THE	 	 
	 	 	OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE	 	 
	 	 	DIRECTING HOLDER	 	 
	 	 	 	 	 
	Section 6.01	 	Representations, Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	 	316
	Section 6.02	 	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	323
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	 	323
	Section 6.04	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	 	325
	Section 6.05	 	Depositor, Master Servicer and Special Servicers Not to Resign	 	330
	Section 6.06	 	Rights of the Depositor in Respect of the Master Servicer and the Special Servicers	 	330
	Section 6.07	 	The Master Servicer and the Special Servicers as Certificate Owner	 	331
	Section 6.08	 	The Directing Holder	 	331
	 	 	 	 	 
	 	 	ARTICLE VII	 	 
	 	 	 	 	 
	 	 	SERVICER TERMINATION EVENTS	 	 
	 	 	 	 	 
	Section 7.01	 	Servicer Termination Events; Master Servicer and Special Servicers Termination	 	337
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	345


 






    	 	-iii- 	 



     


    

 


	 	 	 	 	 
	Section 7.03	 	Notification to Certificateholders	 	347
	Section 7.04	 	Waiver of Servicer Termination Events	 	347
	Section 7.05	 	Trustee as Maker of Advances	 	348
	 	 	 	 	 
	 	 	ARTICLE VIII	 	 
	 	 	 	 	 
	 	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	 
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	349
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	350
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	352
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	353
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	353
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	355
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	355
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	358
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	358
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	359
	Section 8.11	 	Appointment of Custodians	 	360
	Section 8.12	 	Representations and Warranties of the Trustee	 	360
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicer and Special Servicers	 	361
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	361
	Section 8.15	 	Compliance with the PATRIOT Act	 	363
	 	 	 	 	 
	 	 	ARTICLE IX	 	 
	 	 	 	 	 
	 	 	TERMINATION	 	 
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	363
	Section 9.02	 	Additional Termination Requirements	 	367
	 	 	 	 	 
	 	 	ARTICLE X	 	 
	 	 	 	 	 
	 	 	ADDITIONAL REMIC PROVISIONS	 	 
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	367
	Section 10.02	 	Use of Agents	 	371
	Section 10.03	 	Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator	 	371
	Section 10.04	 	Appointment of REMIC Administrators	 	372


 






    	 	-iv- 	 



     


    

 


	 	 	 	 	 
	 	 	ARTICLE XI	 	 
	 	 	 	 	 
	 	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	373
	Section 11.02	 	Succession; Subcontractors	 	373
	Section 11.03	 	Filing Obligations	 	375
	Section 11.04	 	Form 10-D Filings	 	376
	Section 11.05	 	Form 10-K Filings	 	379
	Section 11.06	 	Sarbanes-Oxley Certification	 	382
	Section 11.07	 	Form 8-K Filings	 	383
	Section 11.08	 	Form 15 Filing	 	385
	Section 11.09	 	Annual Compliance Statements	 	385
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	387
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	389
	Section 11.12	 	Indemnification	 	390
	Section 11.13	 	Amendments	 	393
	Section 11.14	 	Regulation AB Notices	 	393
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	393
	Section 11.16	 	Certain Matters Regarding Significant Obligors	 	398
	Section 11.17	 	Impact of Cure Period	 	398
	 	 	 	 	 
	 	 	ARTICLE XII	 	 
	 	 	 	 	 
	 	 	THE ASSET REPRESENTATIONS REVIEWER	 	 
	 	 	 	 	 
	Section 12.01	 	Asset Review	 	399
	Section 12.02	 	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	405
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	406
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	406
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	407
	 	 	 	 	 
	 	 	ARTICLE XIII	 	 
	 	 	 	 	 
	 	 	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 	 
	Section 13.01	 	Amendment	 	410
	Section 13.02	 	Recordation of Agreement; Counterparts	 	414
	Section 13.03	 	Limitation on Rights of Certificateholders	 	415
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	415
	Section 13.05	 	Notices	 	416
	Section 13.06	 	Severability of Provisions	 	421
	Section 13.07	 	Grant of a Security Interest	 	422
	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	422


 






    	 	-v- 	 



     


    

 


	 	 	 	 	 
	Section 13.09	 	Article and Section Headings	 	423
	Section 13.10	 	Notices to the Rating Agencies	 	423
	Section 13.11	 	PNC Bank, National Association	 	424


 






    	 	-vi- 	 



     


    

 


	 	 	 
	EXHIBITS
	 	 	 
	Exhibit A-1	 	Form of Class A-1 Certificate
	Exhibit A-2	 	Form of Class A-2 Certificate
	Exhibit A-3	 	Form of Class A-3 Certificate
	Exhibit A-4	 	Form of Class A-4 Certificate
	Exhibit A-5	 	Form of Class A-AB Certificate
	Exhibit A-6	 	Form of Class X-A Certificate
	Exhibit A-7	 	Form of Class X-B Certificate
	Exhibit A-8	 	Form of Class X-D Certificate
	Exhibit A-9	 	Form of Class A-S Certificate
	Exhibit A-10	 	Form of Class B Certificate
	Exhibit A-11	 	Form of Class C Certificate
	Exhibit A-12	 	Form of Class D Certificate
	Exhibit A-13	 	Form of Class E Certificate
	Exhibit A-14	 	Form of Class F Certificate
	Exhibit A-15	 	Form of Class G Certificate
	Exhibit A-16	 	Form of Class PEZ Certificate
	Exhibit A-17	 	Form of Class R Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C	 	Form of Investment Representation Letter
	Exhibit D-1	 	Form of Transferee Affidavit
	Exhibit D-2	 	Form of Transferor Letter
	Exhibit E	 	Form of Request for Release
	Exhibit F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	 	Form of ERISA Representation Letter regarding Class R Certificates
	Exhibit G	 	Form of Distribution Date Statement
	Exhibit H	 	Supplemental Servicer Schedule
	Exhibit I	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)


 






    	 	-vii- 	 



     


    

 


	 	 	 
	Exhibit P-1B	 	Form of Investor Certification for Non-Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	 	Form of Investor Certification for Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	 	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	 	Form of Certification of the Controlling Class Representative
	Exhibit P-2	 	Form of Certification for NRSROs
	Exhibit P-3	 	Online Market Data Provider Certification
	Exhibit Q	 	Custodian Certification/Exception Report
	Exhibit R-1	 	Form of Power of Attorney – Master Servicer
	Exhibit R-2	 	Form of Power of Attorney – Special Servicers
	Exhibit S	 	Initial Companion Holders
	Exhibit T	 	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	 	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	 	Form of Operating Advisor Annual Report
	Exhibit W	 	Form of Notice from Operating Advisor Recommending Replacement of [General] [Veritas Multifamily Pool 2] Special Servicer
	Exhibit X	 	Form of Confidentiality Agreement
	Exhibit Y	 	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	 	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	 	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	 	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	 	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	 	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	 	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	 	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	 	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	 	Additional Form 10-D Disclosure
	Exhibit CC	 	Additional Form 10-K Disclosure
	Exhibit DD	 	Form 8-K Disclosure Information
	Exhibit EE	 	Additional Disclosure Notification
	Exhibit FF	 	Initial Sub-Servicers
	Exhibit GG	 	Servicing Function Participants
	Exhibit HH	 	Form of Annual Compliance Statement
	Exhibit II	 	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	 	CREFC® Payment Information
	Exhibit KK	 	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	 	Form of Notice of Exchangeable Certificates for the Class PEZ Certificates
	Exhibit MM	 	Additional Disclosure Notification (Accounts)


 






    	 	-viii- 	 



     


    

 


	 	 	 
	Exhibit NN	 	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	 	Form of Asset Review Report
	Exhibit PP	 	Form of Asset Review Report Summary
	Exhibit QQ	 	Asset Review Procedures
	Exhibit RR	 	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	 	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]


 






    	 	-ix- 	 



     


    

 


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


 






    	 	-x- 	 



     


    



 



This
Pooling and Servicing Agreement is dated and effective as of May 1, 2016, among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General
Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer.


PRELIMINARY
STATEMENT:


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire
ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans.
As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions
of the Trust (exclusive of the Class A-S, Class B and Class C Regular Interests and the proceeds thereof in the Class PEZ Distribution
Account) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


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


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


LOWER-TIER
REMIC


The
Lower-Tier REMIC will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB, Class
LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests (the “Lower-Tier Regular
Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The
Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is


 






    -1- 


     

    

 


the
sole Class of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates.


The
following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier
Regular Interests and the Class LR Interest:


	Class
                                         Designation
	 	Interest
                                         Rate 

or Pass-

Through Rate
	 	Original
                    Lower-Tier
 Principal Amount


	 
	Class
    LA1	 	(1)	 	$	11,733,000	 	 
	Class
    LA2	 	(1)	 	$	137,578,000	 	 
	Class
    LA3	 	(1)	 	$	165,000,000	 	 
	Class
    LA4	 	(1)	 	$	187,977,000	 	 
	Class
    LAAB	 	(1)	 	$	23,162,000	 	 
	Class
    LAS	 	(1)	 	$	45,038,000	 	 
	Class
    LB	 	(1)	 	$	42,224,000	 	 
	Class
    LC	 	(1)	 	$	35,656,000	 	 
	Class
    LD	 	(1)	 	$	42,223,000	 	 
	Class
    LE	 	(1)	 	$	20,643,000	 	 
	Class
    LF	 	(1)	 	$	7,506,000	 	 
	Class
    LG	 	(1)	 	$	31,903,230	 	 
	Class
    LR	 	N/A(2)	 	 	   N/A	 	 


 


 






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



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



UPPER-TIER
REMIC


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-AB, Class X-A, Class X-B, Class X-D, Class D, Class E, Class F and Class G Certificates and the Class PEZ Regular Interests,
representing the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue
the uncertificated Class UR Interest, which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and is represented by the Class R Certificates.


THE
GRANTOR TRUST


The
Class A-S, Class B, Class C and Class PEZ Certificates shall each represent undivided beneficial interests in the portion of the
Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as described herein.
As provided herein, the Certificate Administrator shall not take any actions that would cause the portions of the Trust


 






    -2- 


     

    

 


Fund
consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law
or (ii) to be treated as part of any Trust REMIC.


	Class
                                         Designation
	 	Corresponding
                                         Grantor Trust Assets

	Class
    A-S	 	Class
    A-S Specific Grantor Trust Assets
	Class
    B	 	Class
    B Specific Grantor Trust Assets
	Class
    C	 	Class
    C Specific Grantor Trust Assets
	Class
    PEZ	 	Class
    PEZ Specific Grantor Trust Assets


THE
CERTIFICATES


The
following table (and related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”)
and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Certificates and Class PEZ Regular Interest:


	Corresponding
                                         Certificates
	 	Initial
                                                                                          Pass-

Through Rate
	 	Original
                                         Certificate 

Balance or Notional 

Amount


	 
	Class
    A-1 Certificates	 	1.478%	 	$	11,733,000	 	 
	Class
    A-2 Certificates	 	2.635%	 	$	137,578,000	 	 
	Class
    A-3 Certificates	 	2.791%	 	$	165,000,000	 	 
	Class
    A-4 Certificates	 	3.050%	 	$	187,977,000	 	 
	Class
    A-AB Certificates	 	2.922%	 	$	23,162,000	 	 
	Class
    X-A Certificates	 	1.824%(1)	 	$	570, 488,000(2)         	 
	Class
    X-B Certificates	 	0.922%(1)	 	$	42,224,000	(2)	 
	Class
    A-S Certificates(3)	 	3.292%	 	$	45,038,000	 	 
	Class
    A-S Regular Interest	 	3.292%	 	$	45,038,000	 	 
	Class
    B Certificates(4)	 	3.759%	 	$	42,224,000	 	 
	Class
    B Regular Interest	 	3.759%	 	$	42,224,000	 	 
	Class
    C Certificates(5)	 	4.681%	 	$	35,656,000	 	 
	Class
    C Regular Interest	 	4.681%	 	$	35,656,000	 	 
	Class
    PEZ Certificates(6)	 	(6)	 	$	0	 	 
	Class
    X-D Certificates	 	1.928%(1)	 	$	42,223,000	(2)	 
	Class
    D Certificates	 	2.753%	 	$	42,223,000	 	 
	Class
    E Certificates	 	4.681%	 	$	20,643,000	 	 
	Class
    F Certificates	 	4.681%	 	$	7,506,000	 	 
	Class
    G Certificates	 	4.681%	 	$	31,903,230	 	 
	Class
    R Certificates	 	N/A(7)	 	 	N/A	 	 


 





 






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



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



 

					 
    -3- 


     

    


 


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




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



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



		(6)	The
                                         Class PEZ Certificates are not regular interests in the Upper-Tier REMIC, but represent
                                         a beneficial ownership interest in the Class PEZ Components. The Class PEZ Certificates
                                         will not have a Pass-Through Rate, but will be entitled to receive the sum of interest
                                         distributable on the Class PEZ Components.



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



As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $750,643,230.


The
Veritas Multifamily Pool 1 Pari Passu Companion Loans, the Veritas Multifamily Pool 2 Pari Passu Companion Loan, the Twenty Ninth
Street Pari Passu Companion Loans, the Panorama Corporate Center Pari Passu Companion Loan, the Residence Inn and SpringHill Suites
North Shore Pari Passu Companion Loan and any AB Subordinate Companion Loan (each a “Companion Loan” and collectively,
the “Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that
secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other
than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable
to any Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable
to any party to this Agreement) will be owned by the related Companion Holders.


The
Veritas Multifamily Pool 2 Whole Loan consists of the Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2
Pari Passu Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan. The Veritas Multifamily Pool 2 Mortgage
Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loan are pari passu with each other. The Veritas Multifamily
Pool 2 Subordinate Companion Loan is subordinate to the Veritas Multifamily Pool 2 Mortgage Loan and the Veritas Multifamily Pool
2 Pari Passu Companion Loan. The Veritas Multifamily Pool 2 Mortgage Loan is part of the Trust Fund. The Veritas Multifamily Pool
2 Subordinate Companion Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loan are not part of the Trust Fund. The
Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2 Pari Passu Companion Loan and the Veritas Multifamily
Pool 2 Subordinate Companion Loan will be serviced and administered in accordance with this Agreement and the Veritas Multifamily
Pool 2 Co-Lender Agreement.






    -4- 


     

    

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


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


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


The
Veritas Multifamily Pool 1 Whole Loan consists of the Veritas Multifamily Pool 1 Mortgage Loan, the Veritas Multifamily Pool 1
Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan. The Veritas Multifamily Pool 1 Mortgage
Loan and the Veritas Multifamily Pool 1 Pari Passu Companion Loans are pari passu with each other and the Veritas Multifamily
Pool 1 Subordinate Companion Loan is subordinate to the Veritas Multifamily Pool 1 Mortgage Loan and the Veritas Multifamily Pool
1 Pari Passu Companion Loans. The Veritas Multifamily Pool 1 Mortgage Loan is part of the Trust Fund. The Veritas Multifamily
Pool 1 Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan are not part of the Trust Fund.
The Veritas Multifamily Pool 1 Mortgage Loan, the Veritas Multifamily Pool 1 Pari Passu Companion Loans and the Veritas Multifamily
Pool 1 Subordinate Companion Loan will be serviced and administered in accordance with the GS Mortgage Securities Corporation
Trust 2016-RENT Trust and Servicing Agreement and the Veritas Multifamily Pool 1 Co-Lender Agreement.


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






    -5- 


     

    

Article
I



DEFINITIONS


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


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


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


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


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


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


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


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


“AB
Control Appraisal Period”: With respect to any AB Whole Loan, the period during which (a)(i) the initial principal balance
of such AB Subordinate Companion Loan minus (ii) the sum (without duplication) of (x) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received on, such AB Subordinate Companion Loan, (y) any Appraisal Reduction Amounts
for the related AB Whole Loan that are allocated to such AB Subordinate Companion Loan and (z) any losses realized with respect
to the related Mortgaged Property or AB Whole Loan that are allocated to such AB Subordinate Companion Loan, is less than (b)
25% of the remainder of the (i) initial principal balance of such AB Subordinate Companion Loan less (ii) any payments of principal
(whether principal prepayments or otherwise) allocated to, and received by, the holder of such AB Subordinate Companion Loan.


“AB
Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holders
of the related Mortgage Loan and any related Pari Passu Companion Loan, relating to the relative rights of such holders of the
related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the
Veritas Multifamily Pool 1 Co-Lender Agreement and the Veritas Multifamily Pool 2 Co-Lender Agreement are AB Co-Lender Agreements
under this Agreement.


“AB
Modified Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any
Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to
the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note






    -6- 


     

    




structure
(or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior
note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which
an Appraisal Reduction Amount is not in effect.


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, the Veritas Multifamily Pool 1 Mortgage Loan and the Veritas Multifamily Pool
2 Mortgage Loan are AB Mortgage Loans.


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


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Co-Lender Agreement. The Veritas Multifamily Pool 1 Subordinate Companion
Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan are AB Subordinate Companion Loans.


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance
of doubt, the Veritas Multifamily Pool 1 Whole Loan and the Veritas Multifamily Pool 2 Whole Loan are AB Whole Loans.


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


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the
related Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or
an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure
on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with
respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in
place as of the Closing Date, in each case as to which default the Master Servicer and the applicable Special Servicer may
forbear taking any enforcement action, provided that the applicable Special Servicer has determined, in its reasonable
judgment, based on inquiry consistent with the Servicing Standard and (unless a Control Termination Event has occurred and is
continuing (or other than with respect to any Excluded Loan), with the consent of the Directing Holder (and after a Control
Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect
to any Excluded Loan), after consultation with the Directing Holder as provided in Section 6.08 hereof)), that either
(a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly
insured against for properties similar to the related Mortgaged






    -7- 


     

    

 


Property
and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available
at any rate; provided, however, that the Directing Holder will not have more than thirty (30) days to respond to
the applicable Special Servicer’s request for such consent or consultation; provided, further, that upon the
applicable Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow
the applicable Special Servicer to consult with the Directing Holder, the applicable Special Servicer is not required to do so.
Each of the Master Servicer (at its own expense) and the applicable Special Servicer (at the expense of the Trust Fund) shall
be entitled to rely on insurance consultants in making the determinations described above.


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


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Co-Lender Agreement or subordination agreement).


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


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicers or the Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicers, who services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate (which fee rate accounts for the Trustee Fee),
the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate.






    -8- 


     

    




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


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


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


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


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


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


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


“Applicable
Laws”: As defined in Section 8.15.


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


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


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan) in consultation with the Directing Holder, and (after the occurrence and during the continuance of a Control
Termination Event) in consultation with the Operating Advisor, as of the first Determination Date that is at least ten (10) Business
Days following the date on which the applicable Special Servicer receives an Appraisal or conducts a valuation described below,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the


 






    -9- 


     

    

 


related
Mortgaged Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that
Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as
the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by
the Master Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer with respect to
that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the applicable Special Servicer may make (without implying any obligation to do so) based upon its review of the
Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage
Loan or Serviced Whole Loan, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of
the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with
respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan at a per
annum rate equal to its related mortgage interest rate), (B) all P&I Advances on the related Mortgage Loan and all Property
Protection Advances on the related Mortgage Loan or Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or
Serviced Whole Loan, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C)
all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such
Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been
the subject of an Advance by the Master Servicer, the applicable Special Servicer or the Trustee, as applicable) and (D) any other
unpaid additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan; provided, however,
without limiting the applicable Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation,
if the applicable Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above
within 120 days of the event described in the definition of “Appraisal Reduction Event” (without regard to the time
periods set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal
Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage
Loan or Serviced Whole Loan, until such time as an Appraisal is received by the applicable Special Servicer and the Appraisal
Reduction Amount is calculated as of the first Determination Date that is at least 10 Business Days thereafter. Within sixty (60)
days after the Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive an
Appraisal (the cost of which shall be paid by the Master Servicer as a Property Protection Advance); provided, further,
however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction
Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred
twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause
(vi) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to
receive such Appraisal within the ninety (90) day period or one hundred twenty (120)


 






    -10- 


     

    

 


day
period, as applicable, set forth in such clause (vi); provided, further, however, that in no event shall
the applicable Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90),
or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in
electronic format by the applicable Special Servicer to the Master Servicer, the Directing Holder (but only prior to the occurrence
of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
Amount, the Master Servicer will provide the applicable Special Servicer with the information as set forth in Section 4.05(c).
The Master Servicer shall not calculate Appraisal Reduction Amounts.


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


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


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


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non Serviced Mortgage Loan), or Serviced Whole Loan,
the earliest of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion
Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related
Companion Loan, as applicable, by the applicable Special Servicer, (ii) the 60th day after an uncured delinquency (without
regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in
respect of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely in the case of a delinquent Balloon Payment,
(A) the date occurring 60 days beyond the date on which that Balloon Payment was due (except as described in clause B below) or
(B) if the related Mortgagor has delivered to the master servicer or applicable special servicer (and in either such case the
Master Servicer or the applicable Special Servicer, as applicable, will be required to promptly deliver a copy thereof to the
other such servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the
date occurring 120 days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on which
that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged
Property became an REO Property, (v) the sixtieth (60th) day after a receiver or similar official is appointed (and
continues in that capacity) in respect of the related Mortgaged Property, (vi) the sixtieth (60th) day after the date
the related Mortgagor or the tenant at a single tenant property is subject to a bankruptcy, insolvency or similar proceedings
(if not dismissed within those sixty


 



    -11- 


     

    

 


(60)
days), and (vii) the date on which the Mortgage Loan (or Serviced Whole Loan) remains outstanding 5 years following any extension
of its maturity date pursuant to this Agreement; provided, however, that an Appraisal Reduction Event shall not
occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero.
The applicable Special Servicer shall notify the Master Servicer, the Directing Holder and the Operating Advisor, or the Master
Servicer shall notify the applicable Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


“Appraisal
Review Period”: As defined in Section 4.05(b)(ii).


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


“Appraised
Value”: With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof
as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or
Serviced AB Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto,
as determined pursuant to the applicable Non-Serviced Pooling Agreement.


“Arbitration
Rules”: As defined in Section 2.03(l)(i).


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, and its successors-in-interest.


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


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


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


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


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


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


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
12.01(a), the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


“Asset
Review Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of
an Asset Review substantially in the form attached hereto as Exhibit OO.









    -12- 


     

    




“Asset
Review Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions
of an Asset Review Report substantially in the form attached hereto as Exhibit PP.


“Asset
Review Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in
connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment
based on the facts and circumstances known to it at the time of such determination or assumption.


“Asset
Review Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25% or more of
the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Mortgage Loans
as of the end of the related Collection Period or (2) at least 15 Mortgage Loans are Delinquent Mortgage Loans as of the end of
the applicable Collection Period and the outstanding principal balance of such Delinquent Mortgage Loans in the aggregate constitutes
at least 20% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion
of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


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


“Asset
Status Report”: As defined in Section 3.19(d).


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


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


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan), that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making
P&I Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion
of the Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant
payment required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as






    -13- 


     

    




calculated
with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect
to any reduction in the principal balance thereof occurring in connection with a modification of such Mortgage Loan, in connection
with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or
REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan) at the
applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


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


(a)           the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Co-Lender Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by
the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders), as
of the close of business on the related Master Servicer Remittance Date, exclusive of (without duplication):


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


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


(iii)         (A)
all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C)
any Net Investment Earnings contained therein;


(iv)         with
respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year
that






    -14- 


     

    




is
not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1)
day of interest on the Stated Principal Balance of such Mortgage Loans as of the Due Date in the month preceding the month in
which such Distribution Date occurs at the related Net Mortgage Rate to the extent such amounts are Withheld Amounts;


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


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


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


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


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the
Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee, CREFC®
Intellectual Property Royalty License Fee and Asset Representations Reviewer Fee with respect to the Mortgage Loans for
which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and


(d)          with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section
3.21(b).


Notwithstanding
the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available
Funds, the amounts so invested shall be deemed to remain on deposit in such account.


“Balloon
Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered
into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its
Maturity Date.


“Balloon
Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on
the Maturity Date of such Balloon Mortgage Loan.


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


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class
A-1, Class A-2, Class A-3, Class A-4,


 






    -15- 


     

    

 


Class
A-AB, and Class D Certificates and Class PEZ Regular Interests, a fraction (a) whose numerator is the greater of (x) zero and
(y) the difference between (i) the Pass-Through Rate on such Class of Certificates or Class PEZ Regular Interest, as applicable,
and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge
with respect to such Principal Prepayment and (b) whose denominator is the greater of (x) zero and (y) the difference between
(i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage
Rate of such Serviced Whole Loan), and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under no circumstances shall the Base Interest
Fraction be greater than one or less than zero, (2) if such discount rate is greater than or equal to the Mortgage Rate on such
Mortgage Loan or Serviced Whole Loan, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then
the Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate on such
Mortgage Loan or Serviced Whole Loan, and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest
Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above
for purposes of calculating the Base Interest Fraction.


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


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


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


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


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
Section 6(d) of the Mortgage Loan Purchase Agreement.


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California,
Minnesota, New York, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of the
Master






    -16- 


     

    

 


Servicer
or the Special Servicers or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or
the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law
or executive order to remain closed.


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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through its Corporate
Trust Services division.


“Certificate
Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate
Administrator’s activities under this Agreement; provided that the Certificate Administrator/Trustee Fee includes
the Trustee Fee.


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.00800% per annum and the aggregate Stated Principal Balance of the Mortgage Loans (calculated in the same manner
as interest is calculated on the related Mortgage Loan) and any REO Loan (other than the portion of an REO Loan related to any
Companion Loan) as of the preceding Distribution Date. The Certificate Administrator/Trustee Fee includes the Trustee Fee.


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


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, any Class PEZ Components and the Class PEZ Regular
Interests, as applicable, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance
of such Class of Principal Balance Certificates, Class PEZ Regular Interests or Class PEZ Components, as applicable, as specified
in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate
Balance of such Class of Principal Balance Certificates, any Class PEZ Components and any Class PEZ Regular Interest, as applicable,
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).
The aggregate Certificate Balance of the Class A-S Certificates and the Class PEZ Component A-S shall be equal at all times to
the Certificate Balance of the Class A-S Regular Interest. The aggregate Certificate Balance of the Class B Certificates and the
Class B-PEZ Percentage Interest shall be equal at all times to the Certificate Balance of the Class B Regular Interest. The aggregate
Certificate Balance of the Class C Certificates and the Class C-PEZ Percentage Interest shall be equal at all times to the Certificate
Balance of the Class C Regular Interest. The original and outstanding Certificate






    -17- 


     

    




Balances
of the Class A-S, Class B, Class C and Class PEZ Certificates are subject to adjustment in connection with any exchange of
Class A-S, Class B and Class C Certificates for Class PEZ Certificates, or vice versa, in each case in accordance with Section
5.09 hereof.


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination,
a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate
Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


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


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, the Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling
Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related
Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the General Special Servicer
or an Affiliate thereof shall not be deemed to be outstanding as to the General Special Servicer or such Affiliate solely with
respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver
or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in
the case of the Master Servicer, either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, the Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage
Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer
or a Special Servicer, the Master Servicer and such Special Servicer or any such Affiliate thereof shall be entitled to exercise
such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation
or increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply
to (i) the exercise of either Special Servicer’s, the Master Servicer’s or the Mortgage Loan Seller’s rights,
if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer,
either Special Servicer, the Trustee, or the Certificate Administrator that has


 






    -18- 


     

    

 


provided
an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow
of information between it and the Depositor, the Master Servicer, such Special Servicer, the Trustee, or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of
the Master Servicer, any Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize
as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the applicable Special Servicer
pursuant to Section 7.01(d) (other than as a result of the replacement of the applicable Special Servicer at the recommendation
of the Operating Advisor), the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (other than with
respect to the termination of the Asset Representations Reviewer, taking into account the application of Realized Losses and the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


“Certification
Parties”: As defined in Section 11.06.


“Certification
Party”: Any one of the Certification Parties.


“Certifying
Person”: As defined in Section 11.06.


“Certifying
Servicer”: As defined in Section 11.09.


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation, each designated Lower-Tier Regular Interest and each Class PEZ Regular Interest.


“Class
A Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S Certificate.


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


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.478%.


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






    -19- 


     

    




“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.635%.


“Class
A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit
A-3 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.791%.


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


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.050%.


“Class
A-AB Certificate”: A Certificate designated as “Class A-AB” on the face thereof, in the form of Exhibit
A-5 hereto, and a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class
A-AB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.922%.


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


“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit
A-13 hereto, and evidencing beneficial ownership of the Class A-S Specific Grantor Trust Assets.


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.292%.


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


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


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






    -20- 


     

    




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


“Class
A-S Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the
Class A-S Pass-Through Rate.


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


“Class
B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit
A-10 hereto, and evidencing beneficial ownership of the Class B Specific Grantor Trust Assets.


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 3.759%.


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


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


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


“Class
B Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Class
B Pass-Through Rate.


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


“Class
C Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit
A-11 hereto, and evidencing beneficial ownership of the Class C Specific Grantor Trust Assets.


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






    -21- 


     

    




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


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


“Class
C Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Class
C Pass-Through Rate.


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


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


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


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.753%.


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


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


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


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


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






    -22- 


     

    

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


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


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


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


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


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


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


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


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


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






    -23- 


     

    




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


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


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


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


“Class
PEZ Certificate”: A Certificate designated as “Class PEZ” on the face thereof, in the form of Exhibit
A-16 hereto, and evidencing beneficial ownership of the Class PEZ Specific Grantor Trust Assets.


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


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


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


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


“Class
PEZ Distribution Account”: The segregated trust account or accounts created and maintained as a separate account or
accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class PEZ Distribution Account”, and which must be an Eligible Account or a
subaccount of an Eligible Account. The Class PEZ Distribution Account shall not be an asset of either Trust REMIC formed hereunder,
but rather shall be an asset of the Grantor Trust.


“Class
PEZ Regular Interests”: The Class A-S Regular Interest, the Class B Regular Interest, and the Class C Regular Interest,
individually or collectively as the context may require.






    -24- 


     

    

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


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit
A-17 hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the
REMIC Provisions.


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


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


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


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


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


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


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


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






    -25- 


     

    




“Class
X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit
A-8 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


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


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


“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


“Closing
Date”: May 31, 2016.


“CMBS”:
Commercial mortgage-backed securities.


“Co-Lender
Agreement”: Each of the Veritas Multifamily Pool 1 Co-Lender Agreement, the Veritas Multifamily Pool 2 Co-Lender Agreement,
the Twenty Ninth Street Co-Lender Agreement, the Panorama Corporate Center Co-Lender Agreement and the Residence Inn and SpringHill
Suites North Shore Co-Lender Agreement and any intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents.


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


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value
for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account
in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such
determination, any capital or additional collateral contributed by the related Borrower Party at the time the Mortgage Loan became
(and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged
Properties (provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken
into account solely to the extent relevant information is received by the applicable Special Servicer), plus (z) any other escrows
or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such
AB






    -26- 


     

    




Modified Loan as of the date of such determination. The Certificate Administrator and the Master Servicer shall be entitled
to conclusively rely on the applicable Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS2, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Co-Lender Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Mortgage Loan to the extent set forth in the related Co-Lender Agreement, the subaccount described in the second
paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder,
to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust
or either Trust REMIC formed hereunder.


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


“Commission”:
The Securities and Exchange Commission.


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


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


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


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced
Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited
to, the replacement of a Master Servicer or the applicable Special Servicer), confirmation in writing (which may be in electronic
form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will
not, in and of itself, result in









    -27- 


     

    

 


the
downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities
(if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.25 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


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


“Companion
Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying
Agent appointed pursuant to Section 3.27.


“Companion
Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans and
any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Mortgage Loan or a Mortgage Loan,
or any related Serviced Pari Passu Companion Loan on which the applicable Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s
Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO
Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of 0.0025% per annum, (B)
all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans
(and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such
prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such
Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan or any related
Serviced Pari Passu Companion Loan, subject to such prepayment. In no event will the rights of the Certificateholders to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect
to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a
Specially Serviced Mortgage Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the
Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request
or with the consent of the applicable Special Servicer or, so long as no Control






    -28- 


     

    




Termination Event has occurred and is continuing,
and only with respect to the Mortgage Loans other than an Excluded Loan, the Directing Holder or (Z) in connection with the payment
of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related
Distribution Date, the Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate amount of Prepayment
Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such
Prohibited Prepayments.


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


“Consultation
Termination Event”: At any date at which


(a)
with respect to any Mortgage Loan (other than the Veritas Multifamily Pool 2 Mortgage Loan) or Serviced Whole Loan (other than
the Veritas Multifamily Pool 2 Whole Loan) (i) no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts, (ii) a Holder of the Class E Certificates is the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class
Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section
3.23(l); provided, that no Consultation Termination Event resulting solely from the operation of clause (ii) shall
be deemed to have existed or be in continuance with respect to a successor Holder of Class E Certificates that has not irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole
Loan is an Excluded Loan; and


(b)
with respect to the Veritas Multifamily Pool 2 Whole Loan, when an AB Control Appraisal Period has occurred and is continuing
and (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal
to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal
Reduction Amounts, (ii) a Holder of the Class E Certificates is the majority Controlling Class Certificateholder and has irrevocably
waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not
been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l) or (iii) such Whole Loan
is an Excluded Loan;


provided
that, if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S,
Class B, Class PEZ, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal
payments on the Mortgage Loans, then no Consultation Termination Event will be deemed to occur.


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


“Control
Termination Event”: The occurrence of






    -29- 


     

    

 


(a) with respect to any
Mortgage Loan (other than the Veritas Multifamily Pool 2 Mortgage Loan) or Serviced Whole Loan (other than the Veritas Multifamily
Pool 2 Whole Loan) (i) the Certificate Balance of the Class E Certificates (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) being reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class E Certificates
becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of
the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class
Certificateholder pursuant to Section 3.23(l) or (iii) such Mortgage Loan or Whole Loan becoming an Excluded Loan;
and


 


(b) with respect to the
Veritas Multifamily Pool 2 Whole Loan, when an AB Control Appraisal Period has occurred and is continuing and (i) the Certificate
Balance of the Class E Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than
25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class E Certificates becoming the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class
Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l)
or (iii) such Whole Loan becoming an Excluded Loan;


 


provided that,
if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class
PEZ, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, then no Control Termination Event will be deemed to occur.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any
Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such classes, have been reduced
to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal balance greater
than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have been reduced to zero as a result of
the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate
class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application
of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class.
The Controlling Class as of the Closing Date will be the Class G Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
either


 



    -30- 


     

    

 


Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust)
that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class
and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicers, as applicable. The Trustee, the Master Servicer, the Special Servicers and the Operating Advisor shall be
entitled to rely on any such list so provided.


 


“Controlling
Class Representative”: The initial Controlling Class Representative shall be Torchlight Investors, LLC. Thereafter, the
Controlling Class Representative shall be the Controlling Class Certificateholder (or a representative thereof) selected by more
than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from
time to time); provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents
that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership) or a representative
thereof, will be the Controlling Class Representative; provided, however, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the occurrence and during
the continuance of a Control Termination Event, the Controlling Class Representative shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and continuation of a Consultation Termination Event, there
will be no Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial
Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely
on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Controlling Class Representative or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Controlling Class Representative and no party will be entitled to exercise any of
the rights of the Controlling Class Representative until such time as a Controlling Class Certificateholder is reinstated
pursuant to Section 3.23(l) hereof and a new Controlling Class Representative is appointed in accordance with the terms
hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Controlling
Class Representative has not changed until such parties receive written notice of a replacement of the Controlling Class Representative
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Controlling Class
Representative.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: GS 2016-GS2, provided that, for certificate
transfer purposes, it is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: GS 2016-GS2.


 


“Corrected Loan”:
Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic Payments (for
such purposes


 



    -31- 


     

    

 


taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no additional default is foreseeable in the reasonable judgment of the applicable Special Servicer and
no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the applicable Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, each Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Holder.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Delinquent Mortgage Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of


 



    -32- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File,


 



    -33- 


     

    

 


(4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan
File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial
Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the applicable
Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the applicable Special Servicer, as the case may be, may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the Mortgage Loan Seller or by the related Mortgagor or (x) in the case of
such a report produced by the Master Servicer, by the applicable Special Servicer (if other than the Master Servicer or an Affiliate
thereof) and (y) in the case of such a report produced by either Special Servicer, by the Master Servicer (if other than such
Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 






    -34- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -35- 


     

    

 


time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the
underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual
Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
Mortgage Loans.


 






    -36- 


     

    

 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the Mortgage
Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon
an Appraisal obtained by the applicable Special Servicer at the expense of the Mortgage Loan Seller, (b) the weighted average
LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off
Date and (c) 75%, (iii) the Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the Mortgage Loan Seller causes the affected Crossed Underlying Loan to
become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event has occurred and is continuing, the Directing Holder shall have consented to the repurchase or substitution of the affected
Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of any of them. The Certificate


 



    -37- 


     

    

 


Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its
Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in May 2016, or with respect to any Mortgage Loan
that has its first Due Date in June 2016, the date that would have otherwise been the related Due Date in May 2016.


 


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


 


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


 


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


 


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


 


“Defaulted Mortgage
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the
Master Servicer or applicable Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Mortgage Loan”.


 






    -38- 


     

    

 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 


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


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan or Serviced Whole Loan valuation
results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates
and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


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


 


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


 


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


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


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


 






    -39- 


     

    

 


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


 


(2)          a
copy of the related loan agreement, if any;


 


(3)          a
copy of the Mortgage;


 


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


 


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


 


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


 


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


 


(8)          legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)        the
related Mortgagor tax ID;


 


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


 


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


 


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


 


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


 






    -40- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -41- 


     

    

 


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


 


(vii)        the
related loan agreement, if any;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv)       any
related environmental insurance policy;


 


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


 


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


 


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


 


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


 






    -42- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of any origination settlement statement;


 


(r)          
a copy of the insurance summary report;


 


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


 






    -43- 


     

    

 


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


 


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


 


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


 


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


 


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


 


“Directing Holder”:  
(A) With respect to any Mortgage Loan (other than the Veritas Multifamily Pool 2 Mortgage Loan and any Non-Serviced Mortgage Loan)
or Serviced Whole Loan (other than the Veritas Multifamily Pool 2 Whole Loan), the Controlling Class Representative; and (B) with
respect to the Veritas Multifamily Pool 2 Whole Loan, (i) for so long as no AB Control Appraisal Period has occurred and is continuing,
the Veritas Multifamily Pool 2 Whole Loan Directing Holder and (ii) for so long as a AB Control Appraisal Period has occurred and
is continuing , the Controlling Class Representative.


 


For the avoidance of
doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a Consultation Termination
Event shall not affect the rights of a non-Directing Holder. Whenever the term “Directing Holder” is used in this Agreement
without further clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof,


 



    -44- 


     

    

 


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


 


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


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(j)(iii).


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(j)(i).


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are


 



    -45- 


     

    

 


subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code),
(iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing
large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee
or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at
no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class PEZ Distribution Account and the Lower-Tier
REMIC Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in June 2016. The initial
Distribution Date shall be June 10, 2016.


 


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


 


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


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


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


 



    -46- 


     

    

 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured debt obligations of which
are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F2” from Fitch (if the deposits are to be held in the account for thirty (30) days or less);
(iii) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long
term unsecured debt or deposit account rating shall be at least “A2” from Moody’s and “A” from Fitch
(if the deposits are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s short-term
deposit account or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F1”
from Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iv) such other account or accounts that,
but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses
(i) – (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which
the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or either Special Servicer; (v) any other
account or accounts not listed in clauses (i) – (iii) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained by
or with the Certificate Administrator, the Trustee, the Master Servicer or either Special Servicer; or (vi) a segregated trust
account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust
company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the deposits are to be held
in the account for more than thirty (30)


 



    -47- 


     

    

 


days) or a short-term unsecured debt rating of at least “P-1” from Moody’s
(if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers,
acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject to regulation
regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P and that
has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch,
KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P has qualified, downgraded or withdrawn its rating or ratings of,
one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer,
operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make
the representations and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Mortgage
Loan Seller, Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Controlling
Class Representative, the Directing Holder or any of their respective Affiliates, (d) has not performed (and is not affiliated
with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of the Mortgage Loan Seller, any
Underwriter, any party to this Agreement, the Controlling Class Representative or the Directing Holder or any of their respective
Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services,
and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer
(or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or
ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of
the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated with)
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers, a Mortgage Loan Seller,
the Controlling Class Representative, the Directing Holder, a depositor, a trustee, a certificate administrator, a master servicer
or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (d) that has
not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect
of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become
a special servicer under this Agreement; and (e) that (x) has been regularly engaged in the business of analyzing and advising
clients in commercial mortgage-backed securities matters and have at


 



    -48- 


     

    

 


least five (5) years of experience in collateral analysis
and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience
in the workout and management of distressed commercial real estate assets.


 


“Enforcing Party”:
The Person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the issuing entity against
the Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially
Serviced Mortgage Loan, (i) in the case of a Repurchase Request made by the applicable Special Servicer, the Controlling Class
Representative or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made
by any Person other than the applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder,
(A) prior to a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Master Servicer, and (B) from and
after a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the applicable Special Servicer.


 


“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction
Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by
a Plan. As of the Closing Date, each of the Class E, Class F and Class G Certificates is an ERISA Restricted Certificate.


 


“Escrow Payment”:
Any payment received by the Master Servicer or the applicable Special Servicer for the account of any Mortgagor for application
toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve account.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the applicable Special Servicer, any Corrected Loan and any
particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a
Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with
respect to the related Mortgage Loan (including the related Serviced Companion Loan or Subordinate Companion Loan, if applicable,
unless prohibited


 



    -49- 


     

    

 


under the related Co-Lender Agreement) and received and retained by the Master Servicer or such Special Servicer,
as applicable, as compensation within the prior (18) months of such modification, waiver, extension or amendment, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed Advances and additional
expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of
the Mortgagor (including indirect reimbursement from Penalty Charges or otherwise) with respect to such Mortgage Loan (or Serviced
Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed
Reimbursements) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan (or Serviced
Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses will be reimbursed from such Modification
Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses
have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification
Fees earned by the applicable Special Servicer will be required to offset any future Workout Fees or Liquidation Fees payable with
respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole
Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the applicable
Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Loan will no longer be offset against
future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Loan within
18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases
to be a Corrected Loan, the applicable Special Servicer will be entitled to a Liquidation Fee or Workout Fee (to the extent not
previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially
Serviced Mortgage Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or final
payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the applicable Special Servicer in
connection with such subsequent modification, waiver, extension or amendment will be applied to offset such Liquidation Fee or
Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master
Servicer or the applicable Special Servicer (after taking into account any offset described above applied during such prior 12-month
period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) will be subject to a cap equal to the greater
of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect
to such transaction, and (ii) $25,000.


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s
Compensating Interest Payment for the related Distribution Date and the portion of


 



    -50- 


     

    

 


the compensating interest payments allocable
to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicer.


 


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


 


“Exchange Date”:
As defined in Section 5.09(b).


 


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


 


“Exchangeable
Proportion”: Following the Closing Date, the aggregate Class A-S, Class B and Class C Certificates that collectively
evidence a uniform Tranche Percentage Interest in each Class PEZ Component.


 


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


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value
determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Master Servicer or the applicable Special Servicer, supporting any


 



    -51- 


     

    

 


determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the applicable Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information
with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level.
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicers or the Operating Advisor shall
deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 3.30(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.30(a) hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Controlling Class Representative or the Holder of the
majority of the Controlling Class (by Certificate Balance) is a Borrower Party. For the avoidance of doubt, any Excluded Loan is
also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


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


 


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


 






    -52- 


     

    

 


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


 


“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with
such other data or supporting information provided by the applicable Special Servicer to the Directing Holder which does not include
any communication (other than the related Asset Status Report) between the applicable Special Servicer and Directing Holder with
respect to such Specially Serviced Mortgage Loan; provided that, with respect to any Mortgage Loan other than an Excluded
Loan, so long as a Control Termination Event has not occurred and is not continuing, no Asset Status Report shall be considered
to be a Final Asset Status Report unless the Directing Holder has either finally approved of and consented to the actions proposed
to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19,
or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the applicable
Special Servicer in accordance with this Agreement.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the applicable Special Servicer, in consultation with the Directing Holder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property
(other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) the Mortgage Loan Seller pursuant to
Section 6 of the Mortgage Loan Purchase Agreement, (ii) the applicable Special Servicer or other person pursuant to Section 3.16(b),
any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the applicable
Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01)
that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments
or recoveries that, in the applicable Special Servicer’s judgment, which judgment was exercised without regard to any obligation
of such Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.
With respect to all Mortgage Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination
Event, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination by the
applicable Special Servicer; provided, however, that if the Directing Holder fails to approve or disapprove any recovery
determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed
given.


 


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


 



    -53- 


     

    

 


ratings of Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.


 


“Form 8-K Disclosure
Information”: As defined in Section 11.07.


 


“Form 15 Suspension
Notification”: As defined in Section 11.08.


 


“Freddie Mac”:
Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Co-Lender Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“General Special
Servicer”: Torchlight Loan Services, LLC, a Delaware limited liability company, or its successor in interest, or any
successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any,
the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as
the context may require).


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition
of late payment charges and/or default interest.


 


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


 


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


 


“GS Mortgage
Securities Corporation Trust 2016-RENT Trust and Servicing Agreement”: The pooling and servicing agreement, dated as
of March 18, 2016, among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master
servicer, special servicer and as certificate administrator, and Wilmington Trust, National


 



    -54- 


     

    

 


Association, as trustee, as from time
to time amended, supplemented or modified relating to the issuance of the GS Mortgage Securities Corporation Trust 2016-RENT, Commercial
Mortgage Pass-Through Certificates, Series 2016-RENT.


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the
Directing Holder, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole
Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer
and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial
interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing
Holder, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether
alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate
thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each
Special Servicer, the Directing Holder, the Controlling Class Representative, the Companion Holders (insofar as the relevant matter
involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicers, the Directing Holder, the Controlling Class Representative,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, either Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Holder, the Controlling Class Representative, the Companion
Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of
such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates
shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an


 



    -55- 


     

    

 


Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicers shall not be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other
Person (including the Master Servicer or a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial Purchasers”:
Goldman, Sachs & Co., Drexel Hamilton, LLC, Academy Securities, Inc., J.P. Morgan Securities LLC and Deutsche Bank Securities
Inc.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described in
Section 2.03(i) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial
Requesting Certificateholder with respect to any Mortgage Loan.


 


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


 


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


 


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


 


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


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related


 



    -56- 


     

    

 


Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in
the related Co-Lender Agreement) and the REMIC Provisions.


 


“Insurance Policy”:
With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, any Class PEZ Regular Interest
and any Class PEZ Components is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for
such Class of Certificates, Class PEZ Regular Interests or Class PEZ Components on the Certificate Balance or Notional Amount,
as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period
will be made on 30/360 basis.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, any Class PEZ Regular Interests and any Class PEZ
Components is the sum


 



    -57- 


     

    

 


of (a) the portion of the Interest Distribution Amount for such Class of Regular Certificates, Class
PEZ Regular Interests or Class PEZ Components remaining unpaid as of the close of business on the preceding Distribution Date,
and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one month’s
interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Regular Certificates, Class PEZ Regular
Interests or Class PEZ Components for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s
interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, any Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, any sponsor, any
Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the
applicable Special Servicer, or any known affiliate of any of the preceding entities. With respect to a Whole Loan if it is a Defaulted
Mortgage Loan, the Depositor, the Master Servicer, the applicable Special Servicer (or any Independent Contractor engaged by such
Special Servicer), or the Trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative,
any holder of a related mezzanine loan, or any known affiliate of any such party described above.


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Holder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective
purchaser of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either
(a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
in which case (1) if such Person is the Directing Holder or a Controlling Class Certificateholder, such Person shall have access
to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder
other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder or a Controlling Class
Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator,
(iii)  such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder
(i) shall be


 



    -58- 


     

    

 


permitted to obtain upon request in accordance with Section 4.02(f) of this Agreement any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate
Administrator’s Website) from the Master Servicer and (ii) shall be considered a Privileged Person for all other purposes,
except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.


 


“Investor Q&A
Forum”: As defined in Section 4.07(a).


 


“Investor Registry”:
As defined in Section 4.07(b).


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the Mortgage Loan Seller pursuant to Section 6 of the
Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by either Special Servicer, or by any Companion Holder
or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender Agreement, as applicable);
(v) such Mortgage Loan is purchased by either Special Servicer, the Master Servicer, the Holders of the majority of the


 



    -59- 


     

    

 


Controlling
Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder
in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by either Special
Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the applicable Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Property
(except with respect to a Non-Serviced Mortgaged Property) as to which such Special Servicer receives (i) a full, partial
or discounted payoff from or on behalf of the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation
Proceeds (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout
Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial
or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Mortgage Loan or REO
Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a)
the purchase of any Specially Serviced Mortgage Loan by either Special Servicer or any Affiliate thereof (except if such Affiliate
purchaser is the Directing Holder or any Affiliate thereof; provided, however, that prior to a Control Termination
Event, if the Directing Holder or an Affiliate thereof, purchases any Specially Serviced Mortgage Loan within ninety (90) days
after the applicable Special Servicer delivers to the Directing Holder for its approval the initial Asset Status Report with respect
to such Specially Serviced Mortgage Loan, such Special Servicer will not be entitled to a Liquidation Fee in connection with such
purchase by the Directing Holder or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination
of the Initial Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition
of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition
of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming
exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Co-Lender Agreement,
(d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the Mortgage Loan Seller
for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling
and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior
to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by
any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other
Securitization; (e) the purchase of all of the Mortgage Loans and REO Properties, in connection with an optional termination of
the Trust; or (f) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing
Transfer Event described in clause (i) of


 



    -60- 


     

    

 


the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan
being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of
any of clauses (a) through (e) above, each Special Servicer may still collect and retain a Liquidation Fee and similar
fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents). The Liquidation
Fee for each such repurchased or substituted Mortgage Loan, Specially Serviced Mortgage Loan or REO Property will be payable from,
and will be calculated by application of the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation
Fee with respect to any Specially Serviced Mortgage Loan or REO Property will be reduced by the amount of any Excess Modification
Fees paid by or on behalf of the related borrower with respect to the Specially Serviced Mortgage Loan or REO Property as described
in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by each of the immediately preceding provisos
and the second following paragraph, no Liquidation Fee will be less than $25,000.


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or either Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage
Loan or defaulted Companion Loan, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of
any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.16(a) or (B) any REO
Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the Mortgage Loan Seller pursuant
to Section 6 of the Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders
of the majority of the Controlling Class, either Special Servicer, the Master Servicer or the Holders of the Class R Certificates
pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate
Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Co-Lender Agreement;
or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance
with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation
Fee (if any) payable to the applicable Special Servicer in connection with such Loss of Value Payment, the full amount of such
Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)
is payable as of such time such Loss of Value Payment is made by the Mortgage Loan Seller). With respect to any Whole Loan, as
used in this Agreement, Liquidation Proceeds shall refer to such portion of


 



    -61- 


     

    

 


Liquidation Proceeds to the extent allocable to the
related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.


 


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


 


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


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of
the Class of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 


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


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced
Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts
as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion
of the REO Accounts, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution
Account, and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor Trust.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, Lower-Tier REMIC Distribution Account”. Any such account, accounts
or sub-accounts shall be an Eligible Account.


 


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


 






    -62- 


     

    

 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


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


 


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


 


“Material Defect”:
With respect to any Mortgage Loan, a Material Document Defect in any Mortgage File or a Material Breach, which Material Document
Defect or Material Breach, as the case may be, materially and adversely affects the value of such Mortgage Loan, the value of the
related Mortgaged Property or the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be
other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule
of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.


 


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


 


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


 


“Mediation Rules”:
As defined in Section 2.03(k)(i).


 


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


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the


 



    -63- 


     

    

 


Certificate Administrator,
the Master Servicer, the Directing Holder and the applicable Special Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


(1)          the
original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied)
to the order of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2” or in blank, and further showing
a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller) (or, alternatively,
executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note) and in the case of
a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion Loan;


 


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


 


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


 


(4)          an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment
of leases (if such item is a document separate from the Mortgage), in favor of “Wells Fargo Bank, National Association, as
Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS2” and the holder of the related Companion Loan, as their interests may appear or a copy of such assignment
(if the Mortgage Loan Seller or its designee, rather than the trustee or certificate administrator, is responsible for the recording
thereof);


 






    -64- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(14)        any
filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code (“UCC”) financing statements
in favor of the originator of such Mortgage Loan or the related Whole Loan or in favor of any assignee prior to the Trustee, and
an original UCC-3 assignment thereof, in form


 



    -65- 


     

    

 


suitable for filing, in favor of the trustee (or, in each case, a copy thereof, certified
to be the copy of such assignment submitted or to be submitted for filing);


 


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


 


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


 


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


 


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


 


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


 


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


 


provided that
with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than
the documents described in clause (i) above) will be delivered to and held by the custodian under the related Non-Serviced Pooling
Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage File”
is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed
Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File”
covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy in
the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of
such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers
to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage
File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above
shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that


 



    -66- 


     

    

 


has
a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate assignment of Assignment
of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed to limit the beneficial
interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument,
it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust as the holder of the
related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the
Master Servicer, or the applicable Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be
construed to be so undertaken by Trustee, the Master Servicer or the applicable Special Servicer for the benefit of the Trust as
the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, and (e) in connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the Mortgage Loan Seller of copies of
the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect
to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments
or other transfer documents referred to in clauses (3), (4), (6), (7), (9) and (10) above
as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form
as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, provided that with respect to such Non-Serviced
Mortgage Loan if Wells Fargo Bank, National Association is also the custodian with respect to such Non-Serviced Mortgage
Loan then no copies of the Mortgage File relating to such Non-Serviced Mortgage Loan shall be delivered.


 


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


 


“Mortgage Loan
Checklist”: As defined in the definition of “Mortgage File.”


 


“Mortgage Loan
Purchase Agreement”: The agreement between the Depositor and the Mortgage Loan Seller, relating to the transfer of all
of the Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so transferred:


 


(i)            the
loan identification number (as specified in Annex A-1 to the Prospectus);


 


(ii)           the
Mortgagor’s name;


 


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


 






    -67- 


     

    

 


(iv)         the
Mortgage Rate in effect at origination;


 


(v)          the
Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)         the
original principal balance;


 


(vii)        the
Cut-off Date Principal Balance;


 


(viii)       the
(a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


 


(ix)         the
original and remaining amortization terms;


 


(x)          the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)         the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


(xv)        the
originator of the related Mortgage Loan and the Mortgage Loan Seller;


 


(xvi)      
whether the related Mortgage Loan has a guarantor;


 


(xvii)     
whether the related Mortgage Loan is secured by a letter of credit;


 


(xviii)     amount
of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)       number
of grace days;


 


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


 


(xxi)      
the general property type of the related Mortgaged Property;


 


(xxii)      whether
the related Mortgage Loan permits defeasance;


 


(xxiii)     the
interest accrual period; and


 






    -68- 


     

    

 


(xxiv)       the
number of units, rooms, pads or square feet with respect to each Mortgaged Property.


 


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan
Seller”: Goldman Sachs Mortgage Company, a New York limited partnership, or its successor in interest.


 


“Mortgage Note”:
The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may
be, together with any rider, addendum or amendment thereto.


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Serviced Pari Passu Companion
Loan or Serviced Whole Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of
a default) to accrue (or, if and while it is an REO Loan, is deemed to accrue) on such Mortgage Loan, REO Loan, Serviced Pari Passu
Companion Loan or Serviced Whole Loan from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any
Mortgage Loan, REO Loan, Serviced Pari Passu Companion Loan or Serviced Whole Loan after its Maturity Date, the annual rate described
in clause (i) above determined without regard to the passage of such Maturity Date.


 


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


 


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


 


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


 


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


 






    -69- 


     

    



 




“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) or any REO Loan (other than
the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the
related Mortgage Rate then in effect, minus the related Administrative Cost Rate; provided, however, that
for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined
without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master
Servicer or the applicable Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor;
provided, further, that for any Mortgage Loan that accrues interest on an Actual/360 Basis, then, solely for purposes
of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for
any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect
of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount
of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding
the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date),
will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution
Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January
and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than an portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, however, that the applicable Special Servicer may, at its


 



    -70- 


     

    

 


option (with respect to any
Specially Serviced Mortgage Loan and, prior to the occurrence of a Consultation Termination Event (other than with respect to
any Excluded Loan), in consultation with the Controlling Class Representative), make a determination in accordance with the Servicing
Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer) and with respect to a Non-Serviced Mortgage
Loan, to the related Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the
17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall
not be binding upon, the Master Servicer and the Trustee, provided, however, that such Special Servicer shall have
no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence
of a determination by such Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the Master Servicer or Trustee, as applicable. If a Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the
Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or
proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization
of the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced
Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer
and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided,
however, the Master Servicer and the Trustee may rely on the non-recoverability determination of the Other Master Servicer
or Other Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer or the applicable Special Servicer determines that any P&I Advance with respect to a related
Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the
related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect
to the related Non-Serviced Companion Loan (unless the related Non-Serviced Pooling Agreement provides otherwise); provided,
however, the other Master Servicer and Other Trustee under the related Non-Serviced Pooling Agreement may rely on the non-recoverability
determination of the Master Servicer or the Trustee. In making such recoverability determination, the Master Servicer, the applicable
Special Servicer or Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor
under the terms of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the applicable Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the
case of the Master Servicer and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the applicable
Servicing Standard in the case of the


 



    -71- 


     

    

 


Master Servicer and the applicable Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due
regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being
deferred or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the
Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person,
in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of
any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans which, at
the time of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer or the Trustee
because there is insufficient principal available for such reimbursement, in light of the fact that proceeds on the related Mortgage
Loan are a source of reimbursement not only for the P&I Advance under consideration, but also as a potential source of reimbursement
of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon
request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination. Absent bad faith, the Master Servicer’s,
the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall
be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the applicable Special Servicer
or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance
or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the
Master Servicer to the other and to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only
prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded
Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable
Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer the
Operating Advisor (and, in the case of a Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The Officer’s
Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the applicable
Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the
extent available, income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination and shall include
any existing Appraisal of the related Mortgage Loan, or the related Mortgaged Property). The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or the applicable Special Servicer’s determination that a P&I Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such


 



    -72- 


     

    

 


recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Property Protection Advance”: Any Property Protection Advance previously made or proposed to be made in respect of a
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master
Servicer, the applicable Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan, Whole Loan, REO Property. In making such recoverability determination, such Person will be entitled (a)
to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion
Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then
current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the
case of the Master Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the applicable
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) future expenses (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
(among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which,
at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, in light of the
fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of
recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Property Protection Advance is
a Nonrecoverable Property Protection Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans that, at the time of such consideration, the reimbursement
of which is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan
are a source of recovery not only for the Property Protection Advance under consideration, but also as a potential source of recovery
of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon
request from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the applicable Special Servicer or the Trustee,
as the


 



    -73- 


     

    

 


case may be, that it has made a Nonrecoverable Property Protection Advance or that any proposed Property Protection Advance,
if made, would constitute a Nonrecoverable Property Protection Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the applicable Special Servicer or Master Servicer
to the other and to the Trustee, the Certificate Administrator, the Controlling Class Representative, (but only prior to the occurrence
of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of
a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer, the Operating Advisor
and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer). The applicable Special Servicer
may, at its option and, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan),
in consultation with the Controlling Class Representative, make a determination in accordance with the Servicing Standard, that
any Property Protection Advance previously made or proposed to be made is a Nonrecoverable Property Protection Advance and shall
deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer, and, with respect to any Non-Serviced
Mortgage Loan, the related Non-Serviced Master Servicer), the Trustee, the Certificate Administrator, the Operating Advisor and
the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall
not be binding upon, the Master Servicer and the Trustee, provided, however, that the applicable Special Servicer
shall have no such obligation to make an affirmative determination that any Property Protection Advance is or would be recoverable
and in the absence of a determination by the applicable Special Servicer that such Property Protection Advance is or would be
a Nonrecoverable Property Protection Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.
If the applicable Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed
Property Protection Advance is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee shall each have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Property
Protection Advance is a Nonrecoverable Property Protection Advance. The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or the Trustee, as applicable,
forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect to the related Mortgage
Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property). The applicable Special Servicer shall promptly
furnish any party required to make Property Protection Advances hereunder with any information in its possession regarding the
Specially Serviced Mortgage Loans and REO Properties as such party required to make Property Protection Advances may reasonably
request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master
Servicer’s or the applicable Special Servicer’s, as the case may be, determination that a Property Protection Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s
determination that a Property Protection Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the applicable Special Servicer requests that the Master Servicer make a Property Protection Advance, the


 



    -74- 


     

    

 


Master Servicer may
conclusively rely on such request as evidence that such advance is not a Nonrecoverable Property Protection Advance; provided,
however, that such Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Property Protection Advances other than emergency advances (although such request may relate to more than
one Property Protection Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to
the recoverability of any property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole
Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the
case may be, pursuant to the Non-Serviced Pooling Agreement.


 


“Non-Reduced
Certificates”: means any Class of Principal Balance Certificates then-outstanding for which (a)(1) the initial Certificate
Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal
Prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts
allocated to such Class of Certificates and (z) any Realized Losses previously allocated to such Class of Certificates, is equal
to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class of Certificates less (2) any
payments of principal (whether as Principal Prepayments or otherwise) previously distributed to the Certificateholders of such
Class of Certificates; provided, that for purposes of this definition, the Class A-S Certificates and the Class PEZ Component
A-S will be considered as if they together constitute a single “Class” of Principal Balance Certificates, the Class
B Certificates and the Class PEZ Component B will be considered as if they together constitute a single “Class” of
Principal Balance Certificates, the Class C Certificates and the Class PEZ Component C will be considered as if they together
constitute a single “Class” of Principal Balance Certificates, and the Class PEZ Certificates will be Non-Reduced
Certificates only with respect to each component thereof that is part of a Class of Non-Reduced Certificates determined as described
in this proviso.


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan”: The Veritas Multifamily Pool 1 Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate
Companion Loan.


 


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


 






    -75- 


     

    

 


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


 


“Non-Serviced
Co-Lender Agreement”: The Veritas Multifamily Pool 1 Co-Lender Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The Veritas Multifamily Pool 1 Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The Veritas Multifamily Pool 1 Mortgaged Property.


 


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


 


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


 


“Non-Serviced
Pooling Agreement”: With respect to the Non-Serviced Whole Loan, the GS Mortgage Securities Corporation Trust 2016-RENT
Trust and Servicing Agreement.


 


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


 


“Non-Serviced
Securitization”: The securitization under which the Non-Serviced Trust is formed pursuant to the Non-Serviced Pooling
Agreement.


 


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


 


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


 


“Non-Serviced
Whole Loan”: The Veritas Multifamily Pool 1 Whole Loan.


 


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


 


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


 


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


 






    -76- 


     

    

 


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


 


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


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the
Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed
to recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


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


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer
or any Additional Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case
may be.


 


“Offshore
Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


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


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or, for so long as no Consultation Termination Event
is continuing, such lesser amount as the related borrower agrees to pay with respect to such Mortgage Loan) (other than the Non-Serviced
Mortgage Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that the Operating
Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, that the Master Servicer or applicable Special Servicer, as applicable, may waive or reduce the amount of any
Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance
with the Servicing Standard, but


 



    -77- 


     

    

 


may in no event take any enforcement action with respect to the collection of such Operating
Advisor Consulting Fee other than requests for collection (provided that the Master Servicer or the applicable Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan, REO Loan, Non-Serviced Mortgage Loan (but not any Companion Loan),
the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00235%.


 


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


 


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


 


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


 






    -78- 


     

    

 


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


 


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


 


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


 


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


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of either
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust,
or (d) the resignation of the Master Servicer, either Special Servicer or the Depositor pursuant to Section 6.05, must
be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, such Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


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


 






    -79- 


     

    

 


“Original
Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional
Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


“Panorama
Corporate Center Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of May 1, 2016, by and between the
holder of the Panorama Corporate Center Pari Passu Companion Loan and the holder of the Panorama Corporate Center Mortgage Loan,
relating to the relative rights of such holders of the Panorama Corporate Center Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Panorama
Corporate Center Mortgage Loan”: With respect to the Panorama Corporate Center Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note
A-1, and is pari passu in right of payment with the Panorama Corporate Center Pari Passu Companion Loan to the extent set
forth in the related Co-Lender Agreement.


 






    -80- 


     

    

 


“Panorama
Corporate Center Mortgaged Property”: The Mortgaged Property which secures the Panorama Corporate Center Whole Loan.


 


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


 


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


 


“Pari
Passu Companion Loan”: Each of the Veritas Multifamily Pool 1 Pari Passu Companion Loans, the Veritas Multifamily Pool
2 Pari Passu Companion Loan, the Twenty Ninth Street Pari Passu Companion Loans, the Panorama Corporate Center Pari Passu Companion
Loan and the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loan.


 


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I
Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination
Date.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest
Pass-Through Rate, the Class B Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate,
the Class C Regular Interest Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through
Rate, the Class G Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate and the Class X-D Pass-Through
Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Companion Loan (or
any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid
on such Serviced Companion Loan (or any


 



    -81- 


     

    

 


successor REO Loan) in accordance with the related Co-Lender Agreement) that represent
late payment charges or Default Interest, other than a Yield Maintenance Charge.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates),
the percentage interest is equal to the Denomination of such Certificate divided by the Original Certificate Balance or Original
Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. For these purposes on any date of determination,
the “Denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange will be determined
as if such Certificate was part of the related Class on the Closing Date, the “Denomination as of the Closing Date”
of any Exchangeable Certificate surrendered in an exchange will be determined as if such Certificate was not part of the related
Class on the Closing Date and the Original Certificate Balance of the related Class of Exchangeable Certificates will be determined
as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates had
been outstanding as of the Closing Date. With respect to a Class R Certificate, the Percentage Interest is set forth on the face
thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the applicable Special Servicer, the
Trustee, the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided
for in this definition and which shall not be subject to liquidation prior to maturity:


 


(i)     
     direct obligations of, and obligations fully guaranteed as to timely payment of principal and
interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of
America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one
(1) year or less from the date of acquisition; provided that any obligation of, or guarantee by, Fannie Mae or Freddie
Mac, other than an unsecured senior debt obligation of Fannie Mae or Freddie Mac, shall be a


 



    -82- 


     

    

 


 


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


 


(ii)          time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, (1) the short-term debt obligations
of which are rated in the highest short-term rating category by Fitch and KBRA and (2) the short-term debt obligations of which
are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated at least
“A2” by Moody’s, (B) in the case of such investments with maturities of 3 months or less, but more than 30 days,
the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term
obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities
of 6 months or less, but more than 3 months, the short-term obligations of which are rated in the highest short-term rating category
by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s, and (D) in
the case of such investments with maturities of more than 6 months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated “Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, if permitted by the related Mortgage
Loan, such lower rating as is otherwise acceptable to such Rating Agency, as confirmed in writing that such investment would not,
in and of itself, result in a downgrade, qualification or withdrawal of the then -current ratings assigned to any Class of Certificates
(or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such Rating Agency,
such class of securities));


 


(iii)          repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)          debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA), if the obligations mature
within 60 days; provided, however, that securities issued by any particular


 



    -83- 


     

    

 


corporation will not be Permitted Investments to the
extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held
in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 


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


 






    -84- 


     

    

 


(vi)          money
market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if not
rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS,
Moody’s and/or S&P)) and the highest money market fund category by Moody’s (or, if not rated by Moody’s,
otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which
may include the investments referred to in clause (i) hereof if so qualified that (a) have substantially all of their assets invested
continuously in the types of investments referred to in clause (i) above and (b) have net assets of not less than $5,000,000,000;


 


(vii)         any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


(viii)        any
other demand, money market or time depositor, obligation, security or investment not listed in clauses (i) – (vi)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and
(b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest
rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further, however,
that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived
from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity
at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such
instrument may be redeemed at a price below the purchase price; and provided, further, however, that no amount
beneficially owned by either Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money
market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel,
at its own expense, to the effect that such investment will not adversely affect the status of either Trust REMIC. Permitted Investments
that are subject to prepayment or call may not be purchased at a price in excess of par.


 






    -85- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -86- 


     

    

 


required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than the Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


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


 


“Primary
Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly
securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed
upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary
Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class
C, Class PEZ, Class D, Class E, Class F and Class G Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount


 



    -87- 


     

    

 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder and a Special Servicer related to any Specially Serviced
Mortgage Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Holder’s consent or consultation
rights under this Agreement, (ii) strategically sensitive information (including information contained within any Asset Status
Report) that the applicable Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing
or future negotiations with the related Mortgagor or other interested party and (iii) information subject to attorney-client privilege.
The Master Servicer, each Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to
rely on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors,


 



    -88- 


     

    

 


taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the applicable Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the applicable Special
Servicer, the Directing Holder (other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Seller, the Master
Servicer, each Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or either Special Servicer, the Operating Advisor, any
Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder
who provides an Investor Certification, any Person (including the Directing Holder and the Controlling Class Representative) who
provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower
Party (other than a Borrower Party that is the applicable Special Servicer) be entitled to receive (i) if such party is the Directing
Holder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s Website
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing Holder
or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether
any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction
by the Master Servicer, either Special Servicer, the Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if a Special Servicer obtains knowledge that it is a Borrower Party, such Special
Servicer shall nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special
Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above; provided, further, that nothing
in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict a Special
Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the applicable Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further,
however, that


 



    -89- 


     

    

 


any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) from the Master Servicer. Notwithstanding
any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan.


 


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


 


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


 


“Property
Protection Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses
(including attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the
applicable Special Servicer, Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and
administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan),
other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred
or as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each of clause
(a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s
obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property,
(iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses
(i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management,
maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a
“Property Protection Advance”. Notwithstanding anything to the contrary, “Property Protection
Advances” shall not include allocable overhead of the Master Servicer or the applicable Special Servicer, such as costs
for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property. None of the Master Servicer, the Special Servicers or the Trustee shall make any Property Protection
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion
Loan under the related Co-Lender Agreement or this Agreement.


 


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


 


“Prospectus”:
The Prospectus, dated May 18, 2016.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 






    -90- 


     

    

 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the Mortgage Loan Purchase Agreement
by the Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal to:


 


(i)          the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (excluding for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)          all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (excluding for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest), to, but not including, the Due Date immediately preceding
or coinciding with the Determination Date for the Collection Period of purchase; plus


 


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


 


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


 


(v)          any
unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid Additional Trust Fund Expenses
outstanding or previously incurred in respect of the related Mortgage Loan (or, in the case of any Non-Serviced Mortgage Loan,
the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant
to the related Co-Lender Agreement), and if such Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the applicable Special Servicer, the
Asset Representations Reviewer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Material
Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount described
in clause (iii) above); plus


 






    -91- 


     

    

 


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


 


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


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating
Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y)
for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special
servicer to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than
compensation that is not material and is unrelated to the Operating


 



    -92- 


     

    

 


Advisor’s recommendation that such party be appointed
as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as
successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not
a special servicer that has been cited by Moody’s as having servicing concerns as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special
servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that has been cited by KBRA as
having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by
the applicable servicer prior to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day
months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser
of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the
interests of the Certificateholder) as of the date of substitution in all material respects with all of the representations and
warranties set forth in the Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage
File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original debt service coverage
ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date two (2) years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan;
(xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating
Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the
Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing
and the affected Mortgage Loan is not an Excluded Loan, by the Directing Holder; (xv) prohibit defeasance within two (2) years
of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event or the
imposition of tax on any of such REMICs or the issuing entity other than a tax on income


 



    -93- 


     

    

 


expressly permitted or contemplated to
be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates
no material adverse property condition or deferred maintenance that will be delivered as a part of the related Servicing File;
and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than
one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined
on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually
satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described
in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined
on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate,
the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee Rate)
shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average
Net Mortgage Rate) of any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified
Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in May 2049.


 


“Rating
Agency”: Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating
agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,
the Certificate Administrator, the applicable Special Servicer and the Master Servicer, and specific ratings of Moody’s,
Fitch and KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 






    -94- 


     

    

 


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


 


“Realized
Loss”: As defined in Section 4.04(a).


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which Distribution Date occurs.


 


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


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 






    -95- 


     

    

 


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


 


	Related
Certificates
	 	Related
Uncertificated

Lower-Tier Interest

	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	Class
    A-AB Certificates	 	Class
    LAAB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    G Certificates	 	Class
    LG Uncertificated Interest


 


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


 


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


 


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


 


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


 


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


 






    -96- 


     

    

 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans other than the Veritas Multifamily Pool 2 Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Torchlight Loan Services, LLC, as Special
Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, REO Account” and (b) with respect
to the Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2 Special Servicer, pursuant to and for the benefit
of the Persons specified in Section 3.14(b), which shall be titled “Rialto Capital Advisors, LLC, as Special Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, REO Account”. Any such account or accounts
shall be an Eligible Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


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


 



    -97- 


     

    

 


Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with
any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the
applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee,
as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such
REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to
the Certificateholders being reduced as a result of the first proviso in the definition of “Principal Distribution Amount”
shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan,
no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will
be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related
to Property Protection Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such
Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect
to an AB Subordinate Companion Loan, as set forth in the related Co-Lender Agreement.


 


“REO
Property”: A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee
or a nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Co-Lender
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the applicable Special Servicer acquiring, maintaining,
managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with
respect to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged
Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the
Trust Fund, either Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 






    -98- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Residence
Inn and SpringHill Suites North Shore Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of May 1, 2016,
by and between the holder of the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loan and the holder of the
Residence Inn and SpringHill Suites North Shore Mortgage Loan, relating to the relative rights of such holders of the Residence
Inn and SpringHill Suites North Shore Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Residence
Inn and SpringHill Suites North Shore Mortgage Loan”: With respect to the Residence Inn and SpringHill Suites North
Shore Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule),
which is designated as promissory note A-1, and is pari passu in right of payment with the Residence Inn and SpringHill
Suites North Shore Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.


 


“Residence
Inn and SpringHill Suites North Shore Mortgaged Property”: The Mortgaged Property which secures the Residence Inn and
SpringHill Suites North Shore Whole Loan.


 


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


 






    -99- 


     

    

 




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


 


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


 


“Resolution
Failure”: As defined in Section 2.03(i)(iii).


 


“Resolved”:
With respect to a Repurchase Request, that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related
Mortgage Loan in accordance with the Mortgage Loan Purchase Agreement, (iv) the Mortgage Loan Seller has made the Loss of Value
Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of the Trust, and the Mortgage
Loan Seller that settles the Mortgage Loan Seller’s obligations under the Mortgage Loan Purchase Agreement, or (vi) the
related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.


 


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


 


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


 


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


 


“Retained
Fee Rate”: An amount equal to 0.0025% per annum with respect to each Mortgage Loan.


 


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


 






    -100- 


     

    

 


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


 


“Rule
144A”: Rule 144A under the Act.


 


“Rule
144A Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders
on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the
Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of the
related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments with respect to the Mortgage Loans
to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring,
or a Grace Period ending, after the related Determination Date, the related Due Date or, last day of such Grace Period, as applicable,
to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date), and
to the extent not included in clause (a) above.


 


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


 


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


 






    -101- 


     

    

 


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


 


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


 


“Serviced
AB Whole Loan”: The Veritas Multifamily Pool 2 Whole Loan.


 


“Serviced
Companion Loan”: Each of (a) the Veritas Multifamily Pool 2 Pari Passu Companion Loan, (b) the Twenty Ninth Street Pari
Passu Companion Loans, (c) the Panorama Corporate Center Pari Passu Companion Loan, (d) the Residence Inn and SpringHill Suites
North Shore Pari Passu Companion Loan and (e) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion
Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of (a) the Veritas Multifamily Pool 2 Pari Passu Companion Loan, (b) the
Twenty Ninth Street Pari Passu Companion Loans, (c) the Panorama Corporate Center Pari Passu Companion Loan, (d) the Residence
Inn and SpringHill Suites North Shore Pari Passu Companion Loan and (e) any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 


“Serviced
Mortgage Loan”: Each of (a) the Veritas Multifamily Pool 2 Mortgage Loan, (b) the Twenty Ninth Street Mortgage Loan,
(c) the Panorama Corporate Center Mortgage Loan and (d) the Residence Inn and SpringHill Suites North Shore Mortgage Loan, as
applicable.


 


“Serviced
Pari Passu Companion Loan”: Each of (a) the Veritas Multifamily Pool 2 Pari Passu Companion Loan, (b) the Twenty Ninth
Street Pari Passu Companion Loans, (c) the Panorama Corporate Center Pari Passu Companion Loan and (d) the Residence Inn and SpringHill
Suites North Shore Pari Passu Companion Loan.


 


“Serviced
Pari Passu Companion Noteholder”: Each of the holders of (a) the Veritas Multifamily Pool 2 Pari Passu Companion Loan,
(b) the Twenty Ninth Street Pari Passu Companion Loans, (c) the Panorama Corporate Center Pari Passu Companion Loan and (d) the
Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) the Veritas Multifamily Pool 2 Mortgage Loan, (b) the Twenty Ninth Street Mortgage
Loan, (c) the Panorama Corporate Center Mortgage Loan and (d) the Residence Inn and SpringHill Suites North Shore Mortgage Loan,
as applicable.


 






    -102- 


     

    

 


“Serviced
Pari Passu Whole Loan”: Each of (a) the Veritas Multifamily Pool 2 Whole Loan, (b) the Twenty Ninth Street Whole Loan,
(c) the Panorama Corporate Center Whole Loan and (d) the Residence Inn and SpringHill Suites North Shore Whole Loan.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Subordinate Companion Loan”: The Veritas Multifamily Pool 2 Subordinate Companion Loan.


 


“Serviced
Whole Loan”: Each of (a) the Veritas Multifamily Pool 2 Whole Loan (b) the Twenty Ninth Street Whole Loan, (c) the Panorama
Corporate Center Whole Loan and (d) the Residence Inn and SpringHill Suites North Shore Whole Loan.


 


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


 


“Serviced
Whole Loan Custodial Account”: With respect to any Serviced Companion Loan, the separate account created and maintained
by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial Account shall not
be an asset of the Trust, either Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on
behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount referenced
in the second paragraph of Section 3.04(b).


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such
Serviced Companion Loan to an Other Securitization, the Master Servicer Remittance Date or such earlier date as required
under the related Co-Lender Agreement, and (y) following the contribution of such Serviced Companion Loan to an Other
Securitization, the Business Day following the determination date set forth in the related Other Pooling and Servicing
Agreement or such earlier date as required under the related Co-Lender Agreement; provided, however, that no remittance is
required to be made until one (1) Business Day after receipt of properly identified and available funds constituting the
related Periodic Payment with respect to such Serviced Companion Loan.


 






    -103- 


     

    

 


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


 


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


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including the Non-Serviced Mortgage Loan), Serviced Companion Loan and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings “Servicing Fee Rate (%)”
and “Subservicing Fee Rate (%)”, in each case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to (a) each
Serviced Pari Passu Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to
0.0025% and (b) the Veritas Multifamily Pool 2 Subordinate Companion Loan, the “Servicing Fee Rate” shall be a per
annum rate equal to 0.01%.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent
that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to
any period after the Closing Date) delivered by the Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hospitality property (except with respect to tenanted
commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the Mortgage Loan Seller; (iii)
copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the
related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that
were received by the Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 






    -104- 


     

    

 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the
Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator, that is
performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or
less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with Article XI
or (ii) the Depositor reasonably determines that a Master Servicer or the applicable Special Servicer may, for the purposes
of the Exchange Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment
of compliance with the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are
listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate
Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicers or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicers or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


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


 


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


 


(i)          (A)
with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment default shall have
occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan
has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or (B) with respect
to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Master Servicer or applicable Special Servicer (and the party receiving such document shall promptly
forward a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable), within sixty (60) days
after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions) commitment,
letter of intent or otherwise binding application for refinancing, from an acceptable lender or signed purchase agreement reasonably
satisfactory in form and substance to the applicable Special Servicer (and the party receiving such document shall promptly forward
a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable), which provides that such refinancing
or purchase will occur within one hundred-twenty (120) days of such related Maturity Date, provided that the Mortgage Loan
and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan immediately if the related Mortgagor fails
to diligently pursue such financing or to pay any Assumed


 



    -105- 


     

    

 


Scheduled Payment on the related Due Date (subject to any applicable
Grace Period) at any time before the refinancing or, if such refinancing does not occur, the related Mortgage Loan and any related
Serviced Companion Loan, will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter
period beyond the date on which that Balloon Payment was due within which the refinancing is scheduled to occur pursuant to the
commitment for refinancing or on which such commitment terminates); or


 


(ii)          the
Master Servicer makes a judgment, or receives from the applicable Special Servicer a written determination of the applicable Special
Servicer (with respect to any Mortgage Loan other than an Excluded Loan, with the consent, prior to the occurrence and continuance
of any Control Termination Event, of the Directing Holder, in the case of the applicable Special Servicer), that a payment default
is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or


 


(iii)          the
Master Servicer or applicable Special Servicer (in the case of the applicable Special Servicer, with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the
Directing Holder) determines that (i) a default (other than as described in clause (ii) above) under a Mortgage Loan or
related Serviced Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the
corresponding Mortgaged Property as security for the Mortgage Loan and related Serviced Companion Loan (if any) or otherwise materially
adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any
Serviced Companion Loans), and (iii) the default will continue unremedied for the applicable cure period under the terms of the
Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no cure period is specified and the default is capable
of being cured, for thirty (30) days (provided that such 30-day grace period does not apply to a default that gives rise
to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Serviced Companion
Loan, as applicable; provided that any determination that a Servicing Transfer Event has occurred under this clause
(iii) with respect to any Mortgage Loan or related Serviced Companion Loan solely by reason of the failure (or imminent failure)
of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts
of terrorism may only be made by the applicable Special Servicer (and with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Holder); or


 


(iv)          any
Periodic Payment is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan with a related Serviced Companion
Loan or mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related
Serviced Companion Loan or the


 



    -106- 


     

    

 


holders of related mezzanine debt, as applicable, cures such delinquency, subject to the terms
and provisions of the related Co-Lender Agreement); or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Serviced Companion Loan), shall no longer be a Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or
Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by
the applicable Special Servicer); or


 


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


 


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


 


(viii)       a
default of which the Master Servicer or the applicable Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or applicable Special Servicer (in the case of the applicable
Special Servicer, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any
Control Termination Event, with the consent of the Directing Holder) determines in its good faith reasonable judgment may materially
and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature
of any Serviced Companion Loans), if applicable, has occurred and remained unremedied for the applicable Grace Period specified
in the related Mortgage Loan or related Serviced Companion Loan documents, other than the failure to maintain terrorism insurance
if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable
of cure, sixty (60) days); or


 






    -107- 


     

    

 


(ix)          the
Master Servicer or applicable Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other
than the Mortgage on the related Mortgaged Property;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced
Mortgage Loan shall be a Specially Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a
Specially Serviced Mortgage Loan. If any Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, the related
Serviced Mortgage Loan shall also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan becomes a
Specially Serviced Mortgage Loan, the related Serviced Companion Loan shall also become a Specially Serviced Mortgage Loan.
With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined
in the Non-Serviced Pooling Agreement.


 


“Significant
Obligor”: As defined in Section 11.16.


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than the Veritas Multifamily Pool 2 Mortgage Loan,
any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan) and the Serviced Companion Loans, the General Special Servicer,
and its successors in interest and assigns, or any successor special servicer appointed as herein provided, (ii) the Veritas Multifamily
Pool 2 Mortgage Loan, any REO Property acquired by the Trust with respect to the Veritas Multifamily Pool 2 Mortgage Loan and
any matters relating to the foregoing, the Veritas Multifamily Pool 2 Special Servicer and (iii) any Excluded Special Servicer
Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g), as applicable and as the context
may require.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage
Loan), the fee payable to the applicable Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Mortgage Loan or REO Property, a rate equal to (a) 0.25%
per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced
Mortgage Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be
less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan
or REO Property shall be the higher per


 



    -108- 


     

    

 


annum rate as would result in a Special Servicing Fee equal to $3,500 for such
month with respect to such Specially Serviced Mortgage Loan or REO Property.


 


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


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Principal Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received) minus (y) the sum of:


 


(i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


(ii)          all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution);


 


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


 


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


 


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


 


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


 


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


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a


 



    -109- 


     

    

 


Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -110- 


     

    

 


aggregate Purchase Prices of the Mortgage
Loan(s), being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


(i)          
the Mortgagor’s name;


 


(ii)          property
type;


 


(iii)         the
original balance;


 


(iv)         the
origination date;


 


(v)          the
original and remaining amortization term;


 


(vi)         whether
such Mortgage Loan has a guarantor;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv)       the
amount of the monthly payment due on the first Due Date following the Closing Date;


 


(xv)        the
interest accrual basis;


 


(xvi)       Administrative
Cost Rate;


 


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


 






    -111- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


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


 


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


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


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


 


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


 






    -112- 


     

    

 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “GS Mortgage Securities Trust 2016-GS2”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced Pooling
Agreement; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v)
the Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements
(to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii)
all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest
therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Class PEZ Distribution Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO
Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix)
any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under the Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust
REMIC”: as defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


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


 



    -113- 


     

    

 


Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“Twenty
Ninth Street Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of March 8, 2016, by and between the holder
of the Twenty Ninth Street Pari Passu Companion Loans and the holder of the Twenty Ninth Street Mortgage Loan, relating to the
relative rights of such holders of the Twenty Ninth Street Whole Loan, as the same may be further amended in accordance with the
terms thereof.


 


“Twenty
Ninth Street Mortgage Loan”: With respect to the Twenty Ninth Street Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the Twenty Ninth Street Pari Passu Companion Loans to the extent set forth in the
related Co-Lender Agreement.


 


“Twenty
Ninth Street Mortgaged Property”: The Mortgaged Property which secures the Twenty Ninth Street Whole Loan.


 


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


 


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


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Goldman Sachs & Co., Drexel Hamilton, LLC and Academy Securities, Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 






    -114- 


     

    

 


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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


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


 


“Veritas
Multifamily Pool 1 Co-Lender Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of May 1, 2016,
by and between the holder of the Veritas Multifamily Pool 1 Pari Passu Companion Loans, the holder of the Veritas Multifamily


 



    -115- 


     

    

 


Pool 1 Mortgage Loan and the holder of the Veritas Multifamily Pool 1 Subordinate Companion Loan, relating to the relative rights
of such holders of the Veritas Multifamily Pool 1 Whole Loan, as the same may be further amended in accordance with the terms
thereof.


 


“Veritas
Multifamily Pool 1 Mortgage Loan”: With respect to the Veritas Multifamily Pool 1 Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory
note A-2, and is pari passu in right of payment with the Veritas Multifamily Pool 1 Pari Passu Companion Loans to the extent
set forth in the related Co-Lender Agreement. The Veritas Multifamily Pool 1 Subordinate Companion Loan is subordinate to the
Veritas Multifamily Pool 1 Mortgage Loan.


 


“Veritas
Multifamily Pool 1 Mortgaged Property”: The Mortgaged Property which secures the Veritas Multifamily Pool 1 Whole Loan.


 


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


 


“Veritas
Multifamily Pool 1 Subordinate Companion Loan”: With respect to the Veritas Multifamily Pool 1 Whole Loan, the Companion
Loan evidenced by the promissory note made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool
1 Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the Veritas Multifamily
Pool 1 Mortgage Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loans to the extent set forth in the related Mortgage
Loan documents and as provided in the Veritas Multifamily Pool 1 Co-Lender Agreement.


 


“Veritas
Multifamily Pool 1 Whole Loan”: The Veritas Multifamily Pool 1 Mortgage Loan, together with the Veritas Multifamily
Pool 1 Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan, each of which is secured by the
same Mortgage on the Veritas Multifamily Pool 1 Mortgaged Property. References herein to the Veritas Multifamily Pool 1 Whole
Loan shall be construed to refer to the aggregate indebtedness under the Veritas Multifamily Pool 1 Mortgage Loan, the Veritas
Multifamily Pool 1 Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan.


 


“Veritas
Multifamily Pool 2 Co-Lender Agreement”: That certain Amended and Restated Agreement between Noteholders, dated as of
May 1, 2016, by and between the holder of the Veritas Multifamily Pool 2 Pari Passu Companion Loan, the holder of the Veritas
Multifamily Pool 2 Mortgage Loan and the holder of the Veritas Multifamily Pool 2 Subordinate Companion Loan, relating to the
relative rights of such holders of the Veritas Multifamily Pool 2 Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 






    -116- 


     

    

 


“Veritas
Multifamily Pool 2 Mortgage Loan”: With respect to the Veritas Multifamily Pool 2 Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory
note A-1, and is pari passu in right of payment with the Veritas Multifamily Pool 2 Pari Passu Companion Loan to the extent
set forth in the related Co-Lender Agreement. The Veritas Multifamily Pool 2 Subordinate Companion Loan is subordinate to the
Veritas Multifamily Pool 2 Mortgage Loan.


 


“Veritas
Multifamily Pool 2 Mortgaged Property”: The Mortgaged Property which secures the Veritas Multifamily Pool 2 Whole Loan.


 


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


 


“Veritas
Multifamily Pool 2 Special Servicer”: Rialto Capital Advisors, LLC, or its successor-in-interest, or any successor special
servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded
Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Veritas
Multifamily Pool 2 Subordinate Companion Loan”: With respect to the Veritas Multifamily Pool 2 Whole Loan, the Companion
Loan evidenced by the promissory note made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool
2 Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the Veritas Multifamily
Pool 2 Mortgage Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Veritas Multifamily Pool 2 Co-Lender Agreement.


 


“Veritas
Multifamily Pool 2 Whole Loan”: The Veritas Multifamily Pool 2 Mortgage Loan, together with the Veritas Multifamily
Pool 2 Pari Passu Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan, each of which is secured by the
same Mortgage on the Veritas Multifamily Pool 2 Mortgaged Property. References herein to the Veritas Multifamily Pool 2 Whole
Loan shall be construed to refer to the aggregate indebtedness under the Veritas Multifamily Pool 2 Mortgage Loan, the Veritas
Multifamily Pool 2 Pari Passu Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan.


 


“Veritas
Multifamily Pool 2 Whole Loan Directing Holder”: As of any Determination Date and so long as an AB Control Appraisal
Period has not occurred and is not continuing, will be the holder of the Veritas Multifamily Pool 2 Subordinate Companion Loan


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights


 



    -117- 


     

    

 


shall
be allocated among the various Classes of Certificateholders as follows: (i) 1% in the case of the Class X Certificates
(allocated pro rata, based upon their respective Notional Amounts as of the date of determination) and (ii) in the
case of any Principal Balance Certificates, a percentage equal to the product of 99% and a fraction, the numerator of which
is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the
applicable Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or
the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the
Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof)
of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of
which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining
whether to remove the applicable Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section
3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section
4.05(a) hereof) of the Principal Balance Certificates, each determined as of the Distribution Date immediately preceding
such time. For purposes of such allocations, the Class A-S certificates and the Class PEZ Component A will be considered as
if they together constitute a single “Class”, the Class B certificates and the Class PEZ Component B will be
considered as if they together constitute a single “Class”, and the Class C certificates and the Class PEZ
Component C will be considered as if they together constitute a single “Class”. Voting Rights will be allocated
to the Class PEZ certificates only with respect to each Class PEZ Components that is part of a Class of Certificates
determined as described in the preceding sentence. The Class R Certificates will not be entitled to any Voting
Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average
of the Net Mortgage Rates in effect for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates
in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal
Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


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


 


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


 


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


 


“Whole
Loan”: Any of (i) the Veritas Multifamily Pool 1 Whole Loan, (ii) the Veritas Multifamily Pool 2 Whole Loan, (iii) the
Street Whole Loan, (iv) the Panorama Corporate Center Whole Loan or (v) the Residence Inn and SpringHill Suites North Shore Whole
Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 






    -118- 


     

    

 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section
3.11(c).


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan, and (b) such lower rate as would
result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest)
on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, from the date such Mortgage
Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related maturity date (or
if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment
of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from
the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related
maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000
when applied to each expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or
Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected
Loan through and including the then related maturity date); provided that no Workout Fee will be payable by the issuing
entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Mortgage Loan
under clause (ii) or clause (iii) of the definition of “Servicing Transfer Event” (and no other clause of that definition)
and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan is modified by the special servicer in accordance with the terms of the Pooling and Servicing Agreement; provided,
further that if a Mortgage Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause
(i) of the definition of “Servicing Transfer Event” as a result of a payment default at maturity and the related collection
of interest and principal is received within 90 days following the related maturity date in connection with the full and final
pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the special servicer will not be entitled to collect
a Workout Fee, but may collect and retain appropriate fees from the related borrower in connection with such workout. The Workout
Fee with respect to any Specially Serviced Mortgage Loan that becomes a Corrected Loan will be reduced by any Excess Modification
Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan or Serviced


 



    -119- 


     

    

 


Whole Loan as described in the
definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from
a Workout Fee or Liquidation Fee.


 


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


 


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


 


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


 


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


 


Section 1.02     Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the applicable Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan, are deemed to be received on the date they are applied in accordance
with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Realized
Losses allocated to such Class of Principal Balance Certificates, on that Distribution Date pursuant to Section 4.04, and
(c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)       All
net present value calculations and determinations made with respect to a Mortgage Loan, Mortgaged Property or REO Property (including
for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Mortgage Loan
documents or , in the event the Mortgage Loan documents are silent, using a discount rate


 



    -120- 


     

    

 


(a) for principal and interest payments
on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Mortgage Loan, by the applicable Special
Servicer, the highest of (x) the rate determined by the Master Servicer or the applicable Special Servicer, as applicable, that
approximates the market rate that would be obtainable by the Mortgagor on similar non-defaulted debt of such Mortgagor as of such
date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for
all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Co-Lender
Agreement or, if no application is specified in the related Co-Lender Agreement, then, to the extent such Co-Lender Agreement
refers to this Agreement for the application of trust expenses or such Co-Lender Agreement does not prohibit the following application
of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust
and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.


 


(a)          The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage
Securities Trust 2016-GS2, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise
convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section
5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16,
17, 18 and 23 of the Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements and (iv) all escrow accounts, lock-box Accounts
and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes
all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal,
interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Such assignment of each Mortgage
Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing


 



    -121- 


     

    

 


Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit with the Custodian (on behalf
of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies to be delivered, within
five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to the Non-Serviced Mortgage Loans)
and the applicable Special Servicer; provided, however, that copies of any document in the Mortgage File that also
constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to the Non-Serviced
Mortgage Loans) on or before the Closing Date. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer
or the applicable Special Servicer shall be liable for any failure by the Mortgage Loan Seller or the Depositor to comply with
the document delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything
herein to the contrary, with respect to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the Mortgage
Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original has
been submitted by the Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing
the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of the Certificateholders and, if applicable,
the related Serviced Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder,
in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents)) and the Mortgage Loan Seller shall
be deemed to have satisfied any delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate
from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter
of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of
credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder,
in accordance with the applicable terms thereof and/or of the related Loan Documents, the Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Mortgage Loan Seller
has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days
of the Closing Date. The Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required
in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders
and, if applicable, the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master
Servicer or the applicable Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit
prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf
of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder.


 






    -122- 


     

    




 


After
the Depositor’s transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall
not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


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


 


(c)          The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement
that, except with respect to any Non-Serviced Mortgage Loan, it shall cause AMO to record and file at the Mortgage Loan Seller’s
expense, in the appropriate public office for real property records or UCC financing statements, as appropriate (or, with respect
to any assignments that the Custodian has agreed to record or file pursuant to this Agreement, deliver to the Custodian for such
purpose and cause the Custodian to record and file), each related assignment of Mortgage and assignment of Assignment of Leases,
in favor of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related UCC-3 assignment
referred to in clause (15) of the definition of “Mortgage File”. This subsection (c) shall not apply to any Non-Serviced
Mortgage Loan because the documents referred to herein have been assigned to an Other Trustee.


 


The
Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement
as to each Mortgage Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage
File” solely because of a delay caused by the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as applicable, a copy of the original certified by the Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred
to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph shall
reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording
(or, alternatively, to the Mortgage Loan Seller or its designee, in which case the Mortgage Loan


 



    -123- 


     

    

 


 Seller shall deliver or cause
the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances
where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Mortgage
Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original. On a monthly basis,
at the expense of the Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned
assignments following the Custodian’s receipt thereof.


 


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


 


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


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents
and warrants that it has delivered, to the


 



    -124- 


     

    

 


 Custodian and the Master Servicer, on or before the Closing Date, a fully executed
original counterpart of the Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


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


 


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


 


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


 


(i)           The
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, the Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence Files
(including, if applicable, any additional documents that the Mortgage Loan Seller believes should be included to enable the Asset
Representations Reviewer to perform an Asset Review on such Mortgage Loan; provided that such documents are clearly labeled
and identified) to the Intralinks Site each such Diligence File being organized and categorized in accordance with the electronic
file structure reasonably requested by the Depositor. Promptly upon completion of such delivery of the Diligence Files (but in
no event later than sixty (60) days after the Closing Date), the Mortgage Loan Seller shall provide to each of the Depositor,
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Directing Holder, the
Asset Representations Reviewer and the Operating Advisor, to the addresses provided herein, an officer’s certificate signed
by the Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Intralinks Site constitute
all documents required under the definition of “Diligence File” (the “Diligence File Certification”)
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by
the Depositor.


 


Section
2.02      Acceptance by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt,
directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files (to the extent such documents constituting the Mortgage Files are actually delivered
to the Trustee or Custodian) and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and
without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents
and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on
behalf of the Trustee holds and will hold the Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders and, if applicable, the Companion Holders pursuant to Section 2.01(f) of this
Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage File that
relates to the Companion Loan in such Serviced Whole Loan in trust for the use and benefit


 



    -125- 


     

    

 


 of the related Companion Holder.
In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the Mortgage Loan
Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause
(1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian on its
behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by
it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf and (A)
appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such
Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the
90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the Mortgage Loan
Seller has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents
delivered to it with respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c)
and 2.02(d) of this Agreement and the terms of the Mortgage Loan Purchase Agreement, certify in writing (substantially
in the form of Exhibit Q to this Agreement) to each of the other parties hereto, the Mortgage Loan Seller, each
Underwriter and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion
Holder) that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception
report annexed to such certification): (i) all documents specified in clauses (1), (2), (3), (4)
(other than with respect to the Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is
part of a Whole Loan) of the definition of “Mortgage File” are in its possession or the Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with the Mortgage Loan Purchase Agreement; (ii) the
recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by
the Custodian of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such
Mortgage Loan have been reviewed by the Custodian on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to
in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together
with any Loan Agreement that has been delivered by the Mortgage Loan Seller), the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan
Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses
(2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such
document is not in the Custodian’s possession because it has not been returned from the applicable recording office,
then the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such
original. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates
because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification to any party
hereto, the Companion Holder and any Underwriter and any Initial Purchaser on request.


 






    -126- 


     

    

 


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


 


(d)          It
is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans),
(5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of
“Mortgage File” have been received, appear regular on their face and such additional information as will be necessary
for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.


 


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section
2.03 Representations, Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution
of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby
represents and warrants that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and
authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar


 



    -127- 


     

    

 


 laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 


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


 


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


 


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


 


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


 


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


 


(viii)          The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to any Person other than the Trustee; and


 


(ix)          The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by
the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to the Trustee for the benefit of the


 



    -128- 


     

    

 


 Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          If
the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as operating advisor) discovers (without implying any duty of such person to make, or to attempt
to make, such a discovery) or receives notice alleging (A) that any document constituting a part of a Mortgage File has not been
properly executed, is missing, contains information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) a breach of any representation or warranty of the Mortgage Loan Seller made pursuant to Section 6(c) of the Mortgage Loan
Purchase Agreement with respect to any Mortgage Loan (a “Breach”), then such Person shall give prompt written
notice thereof to the Mortgage Loan Seller, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination
Event), the other parties hereto, any related Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement,
each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence).
If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with
Section 2.03(c) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan (or any related
REO Property) or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage,
then such Document Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material
Breach”; and a Material Breach and/or a Material Document Defect, as the case may be, shall constitute a “Material
Defect”) as the case may be. The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine, with respect to any affected Mortgage Loan
or REO Mortgage Loan, whether a Document Defect or a Breach is a Material Defect. The Master Servicer may (but will not be obligated
to) consult with the applicable Special Servicer regarding any determination of a Material Defect for a Non-Specially Serviced
Mortgage Loan. If such Document Defect or Breach has been determined to be a Material Defect then the applicable Special Servicer
shall give prompt written notice thereof to the Mortgage Loan Seller, the other parties hereto and (for so long as no Consultation
Termination Event is continuing) the Directing Holder. Promptly upon becoming aware of any Material Defect (including through
a written notice given by any party to this Agreement), the Master Servicer (if the related Mortgage Loan is a Performing Loan)
or applicable Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall require the Mortgage
Loan Seller, not later than 90 days from the earlier of (a) the earlier of the Mortgage Loan Seller’s discovery or receipt
of notice of, and receipt of a demand to take action with respect to, such Material Defect, or (b) in the case of a Material Defect
relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material Defect (such 90-day period,
the “Initial Cure Period”), to (i) cure such Material Defect in all material respects (which cure shall include
payment of losses and any Additional Trust Fund Expenses associated therewith, including the amount of any fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan) (ii) repurchase the affected
Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage Loan that is part of a Whole Loan)
at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (iii) substitute
a Qualified Substitute Mortgage Loan


 



    -129- 


     

    

 


 (other than with respect to the related Whole Loans, for which no substitution shall be permitted)
for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary
of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith, all in conformity with the Mortgage Loan Purchase Agreement and this Agreement; provided, however,
that if (i) such Material Defect is capable of being cured but not within such Initial Cure Period, (ii) such Material Defect
is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Material Defect within such Initial Cure Period, then the Mortgage Loan Seller
shall have an additional 90 days (such additional 90-day period, the “Extended Cure Period”) to complete such
cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that,
in connection with the Mortgage Loan Seller’s receiving such Extended Cure Period, the Mortgage Loan Seller shall deliver
an Officer’s Certificate to the Trustee, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator
setting forth the reasons such Material Defect is not capable of being cured within the Initial Cure Period and what actions the
Mortgage Loan Seller is pursuing in connection with the cure of such Material Defect and stating that the Mortgage Loan Seller
anticipates that such Material Defect will be cured within such Extended Cure Period); and provided, further, that,
if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the
failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage Loan Seller shall be entitled to
continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long as the Mortgage
Loan Seller certifies to the Trustee, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator
every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded
document and that the Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken),
except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the
Closing Date. If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account as
the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted
for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution
Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the
month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced, and received
by the Master Servicer or the applicable Special Servicer on behalf of the Trust, after the related Cut-off Date through, but
not including, the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the applicable
Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund
and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution within
two Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after
the date of substitution, each Qualified


 



    -130- 


     

    

 


 Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute
a “Mortgage Loan” hereunder for all purposes.


 


If
the Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the Mortgage Loan Seller and the Master Servicer (in
the case of Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage
Loans) on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing
Holder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The applicable Special Servicer shall determine
the amount of any applicable Loss of Value Payment (with the consent of the Directing Holder in respect of any Mortgage Loan that
is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any
Repurchase Request with respect to Non-Specially Serviced Mortgage Loans prior to the occurrence of a Resolution Failure, shall
communicate such amount to the Master Servicer for its enforcement action with the Mortgage Loan Seller. In connection with any
such determination with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly provide the applicable
Special Servicer but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing
File to the extent set forth in Section 3.19 in order to permit the applicable Special Servicer to calculate the Loss of
Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion of any Liquidation
Fees payable to the applicable Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This
paragraph is intended to apply only to a mutual agreement or settlement between the Mortgage Loan Seller and the Master Servicer
(in the case of Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage
Loans) on behalf of the Trust, provided, that (i) prior to any such agreement or settlement nothing in this paragraph shall
preclude the Mortgage Loan Seller, the Master Servicer or the applicable Special Servicer, from exercising any of its rights related
to a Material Defect in the manner and timing set forth in the Mortgage Loan Purchase Agreement or this Section 2.03 (excluding
this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment
shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage
Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified
mortgage) may not be cured by a Loss of Value Payment.


 


The
cure, repurchase and substitution obligations or the obligation to pay the Loss of Value Payment described herein will constitute
the sole remedy available to the


 



    -131- 


     

    

 


 certificateholders in connection with a material breach of any representation or warranty or
a material document defect with respect to any Mortgage Loan. None of the Depositor, the Underwriters, the Master Servicer, the
applicable Special Servicer the Trustee, the Certificate Administrator or any other person will be obligated to repurchase or
replace any affected Mortgage Loan or make a Loss of Value Payment in connection with a breach of any of the representations and
warranties or a document defect if the Mortgage Loan Seller defaults on its obligations to do so.


 


If
the applicable Special Servicer or the Depositor receives (i) a Repurchase Communication of a request or demand for repurchase
or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “15Ga-1 Repurchase
Request”) or (ii) a Repurchase Communication of a withdrawal of a 15Ga-1 Repurchase Request of which notice has been
previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request
Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the Mortgage Loan Seller,
the other parties hereto, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event),
any Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the
extent notice has not previously been delivered to such Persons pursuant to this sentence). If the applicable Special Servicer
receives a Repurchase Communication that any Mortgage Loan that was subject of a 15Ga-1 Repurchase Request has been repurchased
or replaced (a “Repurchase”), or that such 15Ga-1 Repurchase Request has been rejected (a “Repurchase
Request Rejection”), then the applicable Special Servicer shall (in accordance with the following paragraph) give written
notice of such Repurchase or Repurchase Request Rejection to the Depositor, the Mortgage Loan Seller unless it is the entity that
has repurchased or replaced the subject Mortgage Loan or rejected such 15Ga-1 Repurchase Request, and unless it is the party that
notified the applicable Special Servicer thereof, the Certificate Administrator and the Trustee.


 


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


 


If
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such 15Ga-1 Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the applicable Special Servicer


 



    -132- 


     

    

 


 (with respect
to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Holder, and include the following statement in the related correspondence: “This is a Repurchase Communication
regarding [a “15Ga-1 Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”]
[a “Repurchase Request Rejection”] under Section 2.03(b) of the Pooling and Servicing Agreement relating to the GS
Mortgage Securities Trust 2016-GS2 Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, requiring action by you as
the recipient of such [15Ga-1 Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection]
thereunder”. Upon receipt of any Repurchase Communication of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection by the applicable Special Servicer pursuant to the foregoing provisions of this paragraph,
the applicable Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such 15Ga-1 Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the applicable Special Servicer shall
comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(b) with respect to such Repurchase
Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(b) (a “15Ga-1 Notice
Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.03(b) is so provided only to assist the Mortgage Loan Seller, the Depositor and
their respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law
or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided
pursuant to this Section 2.03(b) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver
or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the Mortgage Loan Purchase
Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of the Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect”
exists with respect to a Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement and the Mortgage Loan Seller
(or other responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing
Agreement, the Mortgage Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase
obligation does not apply to any “material document defect” related solely to the promissory note for such Companion
Loan.


 


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


 



    -133- 


     

    

 


Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a
Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described
above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists
is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.


 


(d)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the applicable Special
Servicer shall each tender to the Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the Mortgage Loan
Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the Mortgage Loan
Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such
documents were previously assigned to the Trustee on behalf of the Trust or as otherwise reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that
such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed to be the
Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request for Release and an
Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master
Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf
of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(d),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to
the Non-Serviced Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee
shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however,
that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents
or subcontractors. The parties to this Agreement acknowledge that the Mortgage Loan Purchase Agreement provides that in the event
a Qualified Substitute Mortgage Loan is substituted for a Mortgage Loan by the related Mortgage Loan Seller as contemplated by
this Section 2.03, the Mortgage Loan Seller will be required to deliver to the Custodian the Mortgage File and to the Master
Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification
to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified
Substitute Mortgage Loan” in this Agreement.


 


(e)          The
Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Certificate Administrator
or the Trustee on behalf of


 



    -134- 


     

    

 


the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


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


 


(g)          Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this
Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that
(i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the Mortgage Loan Seller obtains an Opinion of Counsel (at the Mortgage Loan Seller’s expense)
to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,
the Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and
executed in connection with such partial release.


 


(h)          With
respect to any Crossed Underlying Loan, to the extent that the Mortgage Loan Seller is required to repurchase or substitute for
such Crossed Underlying Loan in the manner prescribed in Section 2.03(b) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the Mortgage Loan Seller and the Master Servicer or, with
respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, on behalf of the Trustee, as assignee of the Depositor,
will, as set forth in the Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary
Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so
long as such exercise does not materially impair the ability of the other party to exercise its remedies


 



    -135- 


     

    

 


against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing
the relevant Mortgage Loan can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat
of material impairment as a result of the exercise of remedies.


 


(i)          (i)
In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its
capacity as the Operating Advisor) or the Custodian that a Mortgage Loan be repurchased by the Mortgage Loan Seller alleging the
existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder
Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer
and the applicable Special Servicer, and the Enforcing Servicer, shall promptly forward that Certificateholder Repurchase Request
to the Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(j).
Subject to Section 2.03(j), the Enforcing Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase
Request. If a Resolution Failure occurs with respect to the Certificateholder Repurchase Request, the provisions described in
Section 2.03(j)(i) shall apply.


 


(ii)          In
the event that the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage
Loan, that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement, identifying
the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”),
and the Enforcing Servicer shall promptly forward such PSA Party Repurchase Request to the Mortgage Loan Seller. Subject to Section
2.03(j), the Enforcing Servicer shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution
Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under Section 2.03(j) shall
apply.


 


(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”) shall be deemed to have occurred. Receipt of the Repurchase Request shall be
deemed to occur two (2) Business Days after the Repurchase Request is sent to the Mortgage Loan Seller.


 


(iv)          Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating the Master Servicer’s analysis and recommended course
of


 



    -136- 


     

    

 


action with respect to such Repurchase Request, along with the Servicing File and all information, documents (but excluding
the original documents constituting the Mortgage File) and records (including records stored electronically) relating to such
Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by the applicable Special Servicer to enable it
to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Mortgage Loan. Upon receipt
of such Master Servicer Proposed Course of Action Notice and such Servicing File, the applicable Special Servicer shall become
the Enforcing Servicer with respect to such Repurchase Request.


 


(j)          (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer will be required
to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any,
to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator,
who shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate
Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer
may (but shall not be obligated to) consult with the applicable Special Servicer and (for so long as no Consultation Termination
Event has occurred) the Directing Holder regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders
to indicate their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received
after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or
proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their
responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within three (3) Business
Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share
the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that clearly
indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall
not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the
Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(j) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without


 



    -137- 


     

    

 


investigation) on the Certificate Administrator’s tabulation
of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect
to the Repurchase Request does not involve pursuing further action to exercise rights against the Mortgage Loan Seller with respect
to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate
Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b)
the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the Mortgage Loan
Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written
notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”)
indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action
indicating a recommendation to undertake mediation or arbitration, such responses shall be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by the majority
of Certificateholders.


 


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


 


(iii)          Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) or (b),
a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the
claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no
later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final


 



    -138- 


     

    

 


notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


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


 


(v)          If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely delivers a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or
Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the Mortgage Loan Purchase Agreement;
provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under
clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party obligated
and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the Mortgage
Loan Seller.


 


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


 


(vii)          In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings


 



    -139- 


     

    

 


against the Mortgage Loan Seller; provided that the degree and extent to which the Enforcing
Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation
with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and an Excluded
Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, the Depositor, the Mortgage Loan
Seller and any of their respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder or a Requesting
Certificateholder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)          The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization matters or other
complex commercial transactions and who will be appointed from a list


 



    -140- 


     

    

 


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


 


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


 


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


 


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


 


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


 



    -141- 


     

    

 


and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such


 



    -142- 


     

    

 



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


 


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


 


(vi)          The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or the Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)          For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the applicable
Special Servicer to perform its obligations with respect to a Specially Serviced Mortgage Loan or the exercise of any rights of
a Directing Holder.


 


(viii)          Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed
original counterpart of the Mortgage Loan Purchase Agreement, together with the assignment to it of all of the other assets included
in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage
Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges
the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) acknowledges the creation of
the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Lower-Tier
Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests,
the Trustee acknowledges that it has caused the


 



    -143- 


     

    

 


Certificate Administrator to issue the Class UR Interest and has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
the Regular Certificates (other than the Exchangeable Certificates), the Class PEZ Regular Interests and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing
the entire beneficial ownership of the Upper-Tier REMIC (and, in the case of the Class R Certificates, the Class LR Interest and
the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Exchangeable
Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the
order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.


 


Section
2.05     Creation of the Grantor Trust. The portions of the Trust Fund consisting of (i) the Class A-S Specific Grantor
Trust Assets, undivided beneficial ownership of which will be represented by the Class A-S Certificates, (ii) the Class B
Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class B Certificates, (iii)
the Class C Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class C
Certificates and (iv) the Class PEZ Specific Grantor Trust Assets, undivided beneficial ownership of which will be
represented by the Class PEZ Certificates, shall be treated as a grantor trust for federal income tax purposes under subpart
E, part I of subchapter J of the Code.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     The
Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicers shall diligently service
and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans
and the applicable REO Properties (other than any REO Property related to a Non-Serviced Mortgage
Loan) it is obligated to service in accordance with applicable law, this Agreement, the Mortgage Loan documents and the related
Co-Lender Agreements on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in
the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests),
as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined
by the Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment), in accordance with
applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine
debt, the related Co-Lender Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion
Loan, taking into account the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole
Loan, in the event of a conflict


 



    -144- 


     

    

 


between this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall
control; provided that in no event shall the Master Servicer or the applicable Special Servicer, as the case may be, take
any action or omit to take any action in accordance with the terms of any Co-Lender Agreement that would cause the Master Servicer
or such Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. The General Special Servicer
shall be the Special Servicer with respect to all the Mortgage Loans (other than the Veritas Multifamily Pool 2 Mortgage Loan),
any Serviced Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans,
any Serviced Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under
any related Co-Lender Agreement. The Veritas Multifamily Pool 2 Special Servicer shall be the Special Servicer with respect to
the Veritas Multifamily Pool 2 Mortgage Loan and other related assets in the Trust and, as such, shall service and administer
such Veritas Multifamily Pool 2 Mortgage Loan and such other assets as shall be required of the applicable Special Servicer hereunder.
For purposes of this Agreement and any references to the duties and obligations of the Special Servicers, any references to Mortgage
Loans in the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable
Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other related asset in the Trust serviced hereunder, unless
specifically indicated otherwise. To the extent consistent with the foregoing, the Master Servicer and the applicable Special
Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance
with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and
diligence with which the Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage
loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or
such Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master Servicer or such
Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments or principal and interest under
the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Mortgage Loan or an REO Property, maximization
of timely recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion
Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted
a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan), as determined
by the Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment, in either case giving
due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that
the Master Servicer, the applicable Special Servicer, as the case may be, or any Affiliate of the Master Servicer or such Special
Servicer, as the case may be, may have with any Mortgagor or any Affiliate of such Mortgagor, the Mortgage Loan Seller, the originators
or any other parties to this Agreement or any Affiliate of the foregoing; (ii) the ownership of any Certificate (or any interest
in any Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan) by the Master Servicer, the applicable
Special Servicer or any Affiliate of the Master


 



    -145- 


     

    

 


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


 


The
Master Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action
required to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


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


 



    -146- 


     

    

 


Agreement and (ii) Section 3.19, the Master Servicer shall be obligated to service
and administer any Non-Specially Serviced Mortgage Loan or any related Serviced Companion Loan. The applicable Special Servicer
shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements
and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially
Serviced Mortgage Loans in accordance with Section 3.12. After notification to the Master Servicer, the applicable Special
Servicer may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master Servicer to collect required
financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through
and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee
by the Master Servicer or the applicable Special Servicer of the collectability or recoverability of payments on the Mortgage
Loans or any related Serviced Companion Loan or shall be construed to impair or adversely affect any rights or benefits provided
by this Agreement to the Master Servicer or such Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not
as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans,
any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the
Special Servicers for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a
determination of present value recovery is less than the amount reflected in such determination.


 


(b)          Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicers each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things
in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the applicable Special Servicer, in its own name (or
in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan or any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments
or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of
satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of


 



    -147- 


     

    

 


partial or full release
or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate
any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph).
The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the applicable Special Servicer (with respect
to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports
required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall
(i) on the Closing Date, furnish to the Master Servicer and the applicable Special Servicer original powers of attorney in the
form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or such
Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the applicable
Special Servicer any powers of attorney substantially in the form of Exhibit R attached hereto (or such other form as mutually
agreed to by the Trustee and the Master Servicer or such Special Servicer, as applicable) and other documents necessary or appropriate
to enable the Master Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the
Master Servicer or the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney
by the Master Servicer or the applicable Special Servicer. Notwithstanding anything contained herein to the contrary, the Master
Servicer or the applicable Special Servicer as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the applicable
Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable
jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction
(provided that the Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’
written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably
required in the judgment of the Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing
Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or
indicate the Master Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)          To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan
documents (including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if 


 



    -148- 


     

    

 


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


 


(d)          The
relationship of each of the Master Servicer and the Special Servicers to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the Mortgage Loan Seller pursuant to the
Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of
credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject
to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer
or the applicable Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter
of credit is required to be drawn upon earlier than the date the Mortgage Loan Seller has notified the provider of such letter
of credit pursuant to clause (x) of the immediately preceding sentence, the Mortgage Loan Seller shall cooperate with the
reasonable requests of the Master Servicer or applicable Special Servicer in connection with making a draw under such letter of
credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the Mortgage Loan Seller shall pay such costs and expenses as and to the
extent required under the Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay
any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs
and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor,
then the Master Servicer shall give the Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and
the Mortgage Loan Seller shall pay such costs and expenses as and to the extent 


 



    -149- 


     

    

 


required under the Mortgage Loan Purchase Agreement.
The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer
nor the applicable Special Servicer shall have any liability for the failure of the Mortgage Loan Seller to perform its obligations
under the Mortgage Loan Purchase Agreement.


 


(g)          Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)          Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Co-Lender Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder, to or for the benefit of the Trust or any party hereto in accordance
with the related Co-Lender Agreement remain due and owing.


 


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


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Co-Lender
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Co-Lender Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari


 



    -150- 


     

    

 


Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner
and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.


 


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


 


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


 


(m)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the applicable Special
Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Co-Lender
Agreement. The Master Servicer (or, if a Serviced Whole Loan


 



    -151- 


     

    

 


becomes a Specially Serviced Mortgage Loan, the applicable Special
Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust
(as holder of the related Serviced Mortgage Loan) under the related Co-Lender Agreement. In the event of any conflict between
this Agreement and the related Co-Lender Agreement, the provisions of the related Co-Lender Agreement shall control.


 


(n)          In
connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan, upon the request of
(and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the applicable
Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02     Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the applicable Special Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion Loans it is obligated
to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard); provided, that the Master Servicer or the applicable Special Servicer, as the case may be, may
take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage
Loan documents. The Master Servicer or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty
Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service hereunder
three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced Companion
Loan; provided that the Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty
Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month period
so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains
unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period
with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the applicable
Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed
waiver to the Directing Holder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder
has consented to such additional waiver (provided that if the Master Servicer or such Special Servicer, as applicable,
fails to receive a response to such notice from the Directing Holder in writing within five (5) days of giving such notice, then
the Directing Holder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Termination Event, the Master Servicer or the applicable Special Servicer,
as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Holder;
provided, further, that the Directing Holder shall have no consent rights with respect to any Excluded Loan with respect to the
foregoing waivers.


 






    -152- 


     

    

 


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


 


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


 


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


 


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


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then
due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder;


 


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


 


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


 






    -153- 


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -154- 


     

    



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -155- 


     

    

 


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


 


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


 


(d)          [Reserved].


 


(e)          With respect to
any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to the
extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)          (A) Promptly following
the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice (in the form
attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable party
set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the related
Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced
Mortgage Loan under the related Non-Serviced Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice
of any subsequent change in the identity of the Master Servicer or the party designated to exercise the rights of the “Non-Controlling
Note Holder” under each Co-Lender Agreement (together with the relevant contact information (to the extent the Certificate
Administrator has received notice of such event and the relevant contact information)). The Master Servicer shall, within two (2)
Business Days of receipt of properly identified and available funds, deposit into the Collection Account all amounts received with
respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish and maintain
one or more accounts (the


 






    -156- 


     

    

 


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


 


(b)          The applicable
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the applicable REO Account or by the
Master Servicer as Property Protection Advances prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items,
employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the applicable
Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan. Other than with respect to


 






    -157- 


     

    

 


any
Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining
or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion
Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the case of REO Loans,
and the Master Servicer, in the case of all other Mortgage Loans, Companion Loan that it is responsible for servicing hereunder,
shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make
payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)          In accordance
with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced Whole Loan,
as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related
Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute
a Nonrecoverable Property Protection Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of five (5) Business Days
after the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has
received confirmation that such item has not been paid or the date prior to the date after which any penalty or interest would
accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Property Protection Advance with respect to a given Specially Serviced Mortgage Loan or REO Property;
provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required
in respect of Property Protection Advances required to be made on an emergency or urgent basis provided, further,
that the applicable Special Servicer shall not be entitled to make such a request (other than for Property Protection Advances
required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate
to more than one Property Protection Advance). The Master Servicer may pay the aggregate amount of such Property Protection Advances
listed on a monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Property Protection
Advances to the ultimate payees. The applicable Special Servicer shall have no obligation to make any Property Protection Advances;
provided, that in an urgent or emergency situation requiring the making of a Property Protection Advance, the applicable
Special Servicer may make a Property Protection Advance. Within five (5) Business Days of making such a Property Protection Advance,
such Special Servicer shall deliver to the Master Servicer request for reimbursement for such Property Protection Advance, along
with all information and documentation in such Special Servicer’s possession regarding the subject Property Protection Advance
as the Master Servicer may


 






    -158- 


     

    

 


reasonably
request, and the Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special
Servicer for any unreimbursed Property Protection Advances (other than Nonrecoverable Property Protection Advances which shall
be reimbursed from the Collection Account) made by such Special Servicer pursuant to the terms hereof), together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and
any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by such Special Servicer.
Upon the Master Servicer’s reimbursement to the applicable Special Servicer of any Property Protection Advance and payment
to such Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall
for all purposes of this Agreement be deemed to have made such Property Protection Advance at the same time as such Special Servicer
actually made such Property Protection Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such
Property Protection Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and
to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Property Protection
Advance at the time such Special Servicer did.


 


Any request by a Special
Servicer that the Master Servicer make a Property Protection Advance shall be deemed to be a determination by such Special Servicer
that such requested Property Protection Advance is not a Nonrecoverable Property Protection Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special
Servicer shall report to the Master Servicer if such Special Servicer determines any Property Protection Advance previously made
by the Master Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Property Protection Advance.
The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination shall not be binding
upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to
make its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination
that only a portion of, and not all of, any previously made or proposed Property Protection Advance is a Nonrecoverable Advance,
the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Property Protection Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred
by the Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground
rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s
calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans,
any related Serviced Companion Loan, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan,
so permit. If the Master Servicer fails to make any required Property Protection Advance as and when due (including any applicable
cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Property Protection
Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Property Protection Advance shall
be required hereunder if such Property Protection Advance


 






    -159- 


     

    

 


would,
if made, constitute a Nonrecoverable Property Protection Advance. In addition, the Master Servicer shall consider Unliquidated
Advances in respect of prior Property Protection Advances for purposes of nonrecoverability determinations. The Special Servicers
shall have no obligation to make any Property Protection Advances under this Agreement.


 


Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the applicable Special Servicer
out of its own funds for, or to make at the direction of the applicable Special Servicer, any Property Protection Advance if the
Master Servicer determines in its reasonable judgment that such Property Protection Advance, although not characterized by the
applicable Special Servicer as a Nonrecoverable Property Protection Advance, is in fact a Nonrecoverable Property Protection Advance.
The Master Servicer shall notify the applicable Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Property Protection Advance shall be reimbursed to the applicable Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Mortgage Loans and REO Loans)
to make a payment from amounts on deposit in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the Master Servicer (or the applicable Special Servicer, as applicable) has determined that a Property Protection
Advance with respect to such expenditure would be a Nonrecoverable Property Protection Advance (unless, with respect to Specially
Serviced Mortgage Loans or REO Loans, the applicable Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the applicable
Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate
delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders, all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Property Protection Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer
is obligated to make property protection advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced
Master Servicer shall be entitled to reimbursement for Nonrecoverable Property Protection Advances with respect to such Non-Serviced
Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling
Agreement) in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Co-Lender Agreement.


 


(d)          In connection
with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole Loan Custodial Account
maintained as a


 






    -160- 


     

    

 


subaccount
thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the applicable Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Property Protection Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any outstanding
Property Protection Advance as soon as practically possible after funds available for such purpose are deposited in the Collection
Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable)
subject to the Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided
herein; provided, however, that such Master Servicer’s or Trustee’s options and rights to defer recovery
of such amounts shall not alter the Master Servicer’s obligation to reimburse such Special Servicer for any outstanding
Property Protection Advance as provided for in this sentence. To the extent amounts on deposit in the Serviced Whole Loan Custodial
Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master Servicer shall use
efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage Loan under the related
Co-Lender Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


 


(e)          To the extent
an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan (other than
a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable
time after the later of the Closing Date and the date as of which plan is required to be established or completed. To the extent
any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of
the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation
of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which action or
remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to
any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure to the applicable
Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have been
taken or completed.


 


Section 3.04          The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan
Custodial Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Class PEZ Distribution Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account
in which the Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business
Day following receipt of properly identified and available funds (in the case of payments by Mortgagors or other collections on
the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections
received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to
the Mortgage Loan Seller or its designee and other than any amounts received from Mortgagors which are received in connection
with the


 






    -161- 


     

    

 


purchase
of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable
to a period subsequent thereto:


 


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


 


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


 


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


 


(iv)         all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the applicable Special Servicer the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the Mortgage Loan Seller, which shall be paid directly to the servicer of such securitization) together with any recovery of
Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)         any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


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


 


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


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees,


 






    -162- 


     

    

 


amounts
collected for Mortgagor checks returned for insufficient funds or other amounts the Master Servicer or either Special Servicer
would be entitled to retain as additional servicing compensation need not be deposited by the Master Servicer in the Collection
Account. If the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. Assumption,
extension and modification fees actually received from Mortgagors on Specially Serviced Mortgage Loans shall be promptly delivered
to the applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Mortgage Loans,
the applicable Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the
Collection Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable Special Servicer
with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check
to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty such check to
the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in
the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Midland Loan Services,
a Division of PNC Bank, National Association. The Master Servicer shall give notice to the Trustee, the applicable Special Servicer
the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)          The Certificate
Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest
Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders and the Trustee as holder
of the Lower-Tier Regular Interests, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
and (iii) the Class PEZ Distribution Account for the benefit of the Holders of Exchangeable Certificates. The Master Servicer
shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date therein, for deposit in
the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case,
calculated without regard to clauses (a)(iii)(B), (a)(iv), and (c) of the definition of Available Funds)
for the related Distribution Date.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Serviced
Whole Loan Custodial Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within 2 Business Days following receipt of available and
properly identified funds, deposit in the Serviced Whole Loan Custodial Account any and all amounts received by the Companion Paying
Agent that are required by the terms of this Agreement or the applicable Co-Lender Agreement to be deposited therein; provided,
however, that the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with
respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before
the Master Servicer Remittance Date therein, for deposit in the


 






    -163- 


     

    

 


Serviced
Whole Loan Custodial Account, an aggregate amount of immediately available funds, to the extent received with respect to the related
Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant
to the terms of this Agreement and the related Co-Lender Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each
Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the
Serviced Whole Loan Custodial Account any portion thereof that is payable or reimbursable to or at the direction of any party
to this Agreement under the other provisions of this Agreement and/or the related Co-Lender Agreement; (2) on each Serviced Whole
Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account,
the Serviced Whole Loan Custodial Account and the Class PEZ Distribution Account may be subaccounts of a single Eligible Account,
which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with
Prepayment Interest Shortfalls;


 


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


 


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


 


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


 


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


 






    -164- 


     

    

 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account), as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))
until (but not including) the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests
as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Serviced Whole Loan Custodial Account, the Class PEZ Distribution
Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long
as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that if, at any time,
Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds may be invested and, if invested,
shall be invested by, and at the risk of, the Certificate Administrator in Permitted Investments selected by the Certificate Administrator
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name of
successor certificate administrator], as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee for the Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2
as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 as their interests may appear. None of the
Trust, the Depositor, the Mortgagors, the Master Servicer or the applicable Special Servicer shall be liable for any loss incurred
on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the


 






    -165- 


     

    

 


Distribution
Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers
to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto, it may
at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Class PEZ Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Class PEZ Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and, if established,
the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than the Serviced Whole Loan Custodial Account, if it is a sub-account of the Collection Account),
the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Accounts, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC; the Class PEZ Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Grantor Trust for the benefit of the Holders of Exchangeable Certificates; the Serviced Whole Loan Custodial Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will
be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          [Reserved].


 


(d)          [Reserved].


 


(e)          The Certificate
Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Co-Lender Agreement shall be remitted
to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account.


 






    -166- 


     

    

 


(f)           Any Non-Serviced
Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Pooling Agreement
shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          The Certificate
Administrator shall establish and maintain the Class PEZ Distribution Account, in its own name on behalf of the Trustee, in trust
for the benefit of the Holders of the Exchangeable Certificates, which shall be an asset of the Trust and the Grantor Trust, but
shall not be an asset of either Trust REMIC. The Class PEZ Distribution Account shall be established and maintained as an Eligible
Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in
and withdrawals from the Class PEZ Distribution Account in accordance with Article IV of this Agreement.


 


(h)          [Reserved].


 


(i)           If any Loss of
Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss
of Value Payments received by it. The Certificate Administrator shall, based upon information obtained from the CREFC®
reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC or the
Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of
the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the
Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust to the Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The
Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.


 


Section 3.05          Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account) for any of
the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)           (A)
no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to


 






    -167- 


     

    

 


Section 4.03(a);
and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Serviced Whole Loan Custodial Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)          (A)  to
pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced
Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A)
with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as applicable,
being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form
of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay
the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially
Serviced Mortgage Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special Servicer in connection
with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Mortgage
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with
their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB
Subordinate Companion Loan, and then, from the AB Mortgage Loan (and any related Pari Passu Companion Loans on a pro
rata basis) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating
Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (other than any related Companion Loan), as applicable, the
Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Mortgage Loan, or REO Loan (other than any related Companion Loan), as applicable,
for so long as no Consultation Termination Event is continuing, being limited to amounts received on or in respect of such Mortgage
Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds
or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer
(1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan
(in each case, other than any related Companion Loan), as applicable, the Asset Representations Reviewer’s right to payment
of the Asset Representations Reviewer Fee


 






    -168- 


     

    

 


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


 


(iii)        to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan or AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)        to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Property Protection
Advances, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance
and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole
Loan, such reimbursements shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan (if any), and then, from any


 






    -169- 


     

    

 


related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided,
however, that if such Property Protection Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such
Property Protection Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Property
Protection Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties
on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided
in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then
such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)         to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Property Protection
Advances made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and
REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect to such
excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of
the principal portion of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed
pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Property Protection Advance relating
to a Serviced Whole Loan related thereto, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if
any), and then from the AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) and provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Property Protection Advances relating to a Serviced
Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that
with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts
collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related Co-Lender Agreement
(provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Property Protection
Advances and Nonrecoverable P&I


 






    -170- 


     

    

 


Advances
shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with
respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior
to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage
Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property
any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts
received in connection therewith;


 


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection Advances
(including any such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or
(c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or
the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that
in all events, subject to the related Co-Lender Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not
be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect to any AB
Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant
to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the applicable Special Servicer, Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price, the Loss of Value
Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with
clause (iv) of the definition of Purchase Price;


 






    -171- 


     

    

 


(viii)      to
reimburse itself or the applicable Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance and
Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out of general collections
on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the
enforcement of the Mortgage Loan Seller’s obligations under Section 6 of the Mortgage Loan Purchase Agreement, but only
to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided
that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if
any), and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


 


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


 


(x)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Serviced Whole
Loan Custodial Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Serviced Whole Loan Custodial Account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date related to such Distribution Date) and


 






    -172- 


     

    

 


(2) Penalty
Charges (other than Penalty Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially
Serviced Mortgage Loan), but only to the extent collected from the related Mortgagor and to the extent that all amounts then due
and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty
Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees,
Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the applicable Special
Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially
Serviced Mortgage Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due
and payable with respect to the related Specially Serviced Mortgage Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)         to
recoup any amounts deposited in the Collection Account in error;


 


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


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to the related


 






    -173- 


     

    

 


Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or
(ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if
any), and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis)
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(g);


 


(xv)        to
pay the CREFC® Intellectual Property Royalty License Fee;


 


(xvi)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvii)      to
pay the Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by such Person
pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date
of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b),
to pay the Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date
of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during
or prior to the month of substitution, in accordance with Section 2.03(b);


 


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


 


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


 


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


 


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


 






    -174- 


     

    

 


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


 


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


 


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


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced
Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Co-Lender Agreement and
the applicable Non-Serviced Pooling Agreement.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


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


 


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


 


With respect to any Serviced
Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are allocable to any Serviced
Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted by the Master Servicer
to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available funds; provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such late collections to the Other Master Servicer within one (1) Business Day of
receipt of properly identified and available funds


 






    -175- 


     

    

 


but,
in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified and
available funds.


 


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


 


(i)           to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any
Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and
to make distributions to Certificateholders holding the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


 


(ii)          to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to
pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by
Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or either Special
Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust
Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or either Special Servicer as contemplated by
Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement requested by the
Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders,
in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


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


 


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


 






    -176- 


     

    

 


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


 


(c)          [Reserved].


 


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


 


(i)           to
make distributions to Certificateholders holding Regular Certificates (other than the Exchangeable Certificates) and Class R Certificates
(in respect of the Class UR Interest) and to the Class PEZ Distribution Account in respect of the Class PEZ Regular Interests on
each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable, subject to the third-to-last
paragraph of Section 3.04(b); and


 


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


 


(e)          The Certificate
Administrator shall make, or be deemed to make, withdrawals from the Class PEZ Distribution Account for any of the following purposes:


 


(i)           to
make distributions to Certificateholders holding Exchangeable Certificates pursuant to Section 4.01 or Section 9.01,
as applicable, subject to the third-to-last paragraph of Section 3.04(b); and


 


(ii)          to
clear and terminate the Class PEZ Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


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


 


(g)          If any Loss of
Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO
Property, then the applicable Special Servicer shall promptly (provided that, (1) with respect to clause (iv) below,
such Special Servicer shall have provided notice to the Master Servicer of the occurrence of such


 






    -177- 


     

    

 


liquidation
event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and
such Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value
Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the
Collection Account for the following purposes:


 


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


 


(ii)          to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid
out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)         to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)         following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to
the Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by
the Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          Any Loss of Value
Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account
pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 






    -178- 


     

    

 


(i)           The Companion
Paying Agent may, from time to time, make withdrawals from the Serviced Whole Loan Custodial Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06          Investment
of Funds in the Collection Account and the REO Accounts. (a)  The Master Servicer may direct any depository institution
maintaining the Collection Account, the Serviced Whole Loan Custodial Account, or any Servicing Account (for purposes of this
Section 3.06, an “Investment Account”), each Special Servicer may direct any depository institution
maintaining the applicable REO Account (also for purposes of this Section 3.06, an “Investment Account”)
to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the applicable Special Servicer, as applicable,
on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case
of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master
Servicer), each Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for such Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted
Investment of amounts in the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Accounts, Loss of Value
Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated security,” as such term is
defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property
in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law. In
the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or each Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee
deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case
of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master
Servicer) or the applicable Special Servicer (in the case of the applicable REO Account or any Servicing Account maintained by
or for each Special Servicer) shall:


 


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


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the applicable Special Servicer, the
Certificate


 






    -179- 


     

    

 


Administrator
or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.


 


(b)          Interest and investment
income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account
maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for
the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or
for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each
period from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance Date, shall
be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the
Master Servicer or applicable Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder)
directed to be made by the Master Servicer or the applicable Special Servicer, as applicable, and on deposit in any of the Collection
Account, the Serviced Whole Loan Custodial Account, the Servicing Account, Loss of Value Reserve Fund or the applicable REO Account,
the Master Servicer (in the case of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account
maintained by or for the Master Servicer), the applicable Special Servicer (in the case of the applicable REO Account, Loss of
Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein, no later than the
Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related
to the current Distribution Date; provided that neither the Master Servicer nor the applicable Special Servicer shall be
required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)          Except as otherwise
expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if
a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the request
of Holders of Certificates evidencing at least 25% of the Voting Rights


 






    -180- 


     

    

 


allocated
to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings.


 


Section 3.07          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer (with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and
each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage
Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and
except as provided in the next sentence with respect to the Master Servicer or the applicable Special Servicer, as applicable).
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Property Protection Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the
Trustee has an insurable interest therein and such insurance is available to the Master Servicer or such Special Servicer and,
if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of
any Control Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage
is not available or not available at commercially reasonable rates to be made with the consent of the Directing Holder) by the
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such Special Servicer;
provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage
to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, such Special Servicer, as applicable,
shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into
account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding
proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the applicable Special Servicer with ((i) unless a Control Termination
Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan, the consent of the Directing Holder)
and only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer and,
if available, can be obtained at commercially reasonable rates. The Master Servicer and each Special Servicer shall be entitled
to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available
at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid
to the applicable Special Servicer as provided in the third-to-last sentence of this paragraph, such Special Servicer shall maintain
for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was


 






    -181- 


     

    

 


previously
required of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer determines ((i) unless a Control
Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan, with the consent of the
Directing Holder) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable
interest, in which case the Master Servicer shall be entitled to conclusively rely on such Special Servicer’s determination.
All Insurance Policies maintained by the Master Servicer or the applicable Special Servicer shall (i) contain a “standard”
mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the applicable Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),
(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include
coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property
or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days
prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled
without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a),
be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the
Master Servicer or a Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance
with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and
other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by
the Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged
to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a the applicable Special Servicer in
maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related
REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by
the Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions
of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding
any provision to the contrary, the Master


 






    -182- 


     

    

 


Servicer
will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance
on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan and is currently
available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the applicable Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any
Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
If such Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance
Default, the applicable Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent
with the Servicing Standard to cause such insurance to be maintained. Each Special Servicer (at the expense of the Trust) shall
be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, each Special
Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances
of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the applicable Special Servicer is evaluating
the availability of such insurance or waiting for a response from the Directing Holder, neither the Master Servicer nor the applicable
Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will
not be in default of its obligations as a result of such failure unless the Master Servicer or the applicable Special Servicer
is required to take any immediate action pursuant to the Servicing Standard or other servicing requirements of this Agreement and
the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          (i)  If
the Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or such Special Servicer shall


 






    -183- 


     

    

 


conclusively
be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties
or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the applicable
Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount
of such loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance
Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard. In connection with its activities as administrator
and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present,
on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in
accordance with the terms of such policy. Each Special Servicer, to the extent consistent with the Servicing Standard, may maintain,
earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage
is available at commercially reasonable rates, the cost of which shall be a Property Protection Advance.


 


(ii)          If
the Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or such Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Property Protection Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or such Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)          Each of the Master
Servicer and the Special Servicers shall obtain and maintain at its own expense and keep in full force and effect throughout the
term of this


 






    -184- 


     

    

 


Agreement
a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified Insurer covering the Master Servicer’s
and the applicable special servicer’s, as applicable, officers and employees acting on behalf of the Master Servicer and
the applicable Special Servicer in connection with its activities under this Agreement. Such amount of coverage shall be in such
form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the applicable Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or such Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). Each Special Servicer
and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective
fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and will furnish
to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are
in full force and effect.


 


(d)          At the time the
Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced Mortgaged
Property) is in a federally designated special flood hazard area (and such flood insurance has been made available), the Master
Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable
law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor
shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable rates
(as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee, has
an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the
unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the
maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the
cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Property Protection
Advance for such costs.


 


(e)          During all such
times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally designated
special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by such Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan or prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Holder) in accordance with
the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, paid by the Master Servicer as a Property Protection Advance.


 






    -185- 


     

    

 


(f)           Notwithstanding
the foregoing, so long as the long-term debt or the deposit obligations or deposit accounts or claims-paying ability of the Master
Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote parent), as applicable,
is rated is no lower than “A-” as rated by Fitch, “A3” as rated by Moody’s and no lower than the
equivalent of such Moody’s rating by KBRA (if then rated by KBRA), the Master Servicer (or its public parent) or the applicable
Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligations
under this Section 3.07.


 


Section 3.08          Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which
by its terms:


 


(i)           provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)          provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect
to any Non-Specially Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loan)) and the applicable Special Servicer (with
respect to any Specially Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall (a) exercise
any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon
or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right
to exercise such rights, provided that, (i) with respect to such waiver of rights, with respect to Non-Specially Serviced
Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer has made a recommendation and analysis and obtained
the prior written consent (or deemed consent) of the applicable Special Servicer, (ii) with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan and any Excluded Loan), the applicable Special Servicer, prior to itself taking such an action,
shall obtain prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent)
of the Directing Holder (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation with the Directing Holder
pursuant to Section 6.08(a) hereof, which consent shall be deemed given ten (10) Business Days after receipt (unless
earlier objected to by the Directing Holder) of the applicable Special Servicer’s written analysis and recommendation with
respect to such waiver together with such other information reasonably required by the Directing Holder, and (iii) with respect
to any Mortgage Loan that (A) represents at least 5.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding
and has a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering
any other Mortgage Loans with which it is cross-


 






    -186- 


     

    

 


collateralized
or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal Balance of at least
$10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, or (D) is a Mortgage Loan as to which the related
Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided that the
master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written notification provided
by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether such
Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization), the Master Servicer or such Special
Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any). Notwithstanding anything herein to the
contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
such Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


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


 


(b)          As to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature
of a “due-on-encumbrance” clause that by its terms:


 


(i)           provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any


 






    -187- 


     

    

 


additional
lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;
or


 


(ii)          requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the applicable Master Servicer
(with respect to any Non-Specially Serviced Mortgage Loan) and the applicable Special Servicer (with respect to any Specially Serviced
Mortgage Loan) on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right
to exercise such rights, provided that (i) with respect to such waiver of rights, with respect to Non-Specially Serviced
Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Master Servicer has made a recommendation and analysis and obtained
the prior written consent (or deemed consent) of the applicable Special Servicer, (ii) with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan), prior to the occurrence and continuance of a Control Termination Event and other than with
respect to an Excluded Loan, the applicable Special Servicer has obtained the prior written consent (or deemed consent) of the
Directing Holder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination
Event and other than with respect to an Excluded Loan, upon consultation with the Directing Holder), which consent shall be deemed
given ten (10) Business Days after receipt by the Directing Holder of the applicable Special Servicer’s written analysis
and recommendation with respect to such waiver or exercise of such rights together with such other information reasonably required
by the Directing Holder and (iii) with respect to any Mortgage Loan that (A) represents at least 2.0% of the aggregate Stated
Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) represents
one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it is cross-collateralized or cross-defaulted
as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000, (C) has
a Stated Principal Balance that is more than $20,000,000, (D) has a loan-to-value ratio that is equal to or greater than 85% (including
any existing and proposed debt) and has a Stated Principal Balance of at least $10,000,000, (E) has a debt service coverage ratio
that is less than 1.20x (in each case, determined based upon the aggregate of the principal balance of the Mortgage Loan (or Serviced
Whole Loan, if applicable) and the principal amount of the proposed additional lien) and has a Stated Principal Balance of at least
$10,000,000, or (F) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage
loans in the related other securitization (provided that the master servicer or special servicer, as applicable, will be entitled
to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator
of such other securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization),
a Rating Agency Confirmation is received by the Master Servicer or the applicable Special Servicer, as the case may be, from each
Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any).


 






    -188- 


     

    

 


Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), such Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


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


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (1)
the applicable Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Specially Serviced Mortgage
Loans (other than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance have been satisfied
(provided that there is no lender discretion with respect to the satisfaction of such conditions), or (2) the Master Servicer,
on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Mortgage Loans for which there
is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination with respect to whether
such conditions have been satisfied.


 


(c)          Nothing in this
Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except as otherwise
permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the Special
Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the applicable Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision
of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to


 






    -189- 


     

    

 


each
other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate
Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5
Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related
Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or
(b) and shall forward thereto a copy of such agreement.


 


(e)          Notwithstanding
any other provision of this Agreement, the applicable Special Servicer may not waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing
Holder (or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Holder pursuant to Section 6.08
hereof). The Directing Holder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s
or the applicable Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting
of consent and any additional information the Directing Holder may reasonably request from the applicable Special Servicer of a
proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or
withhold its consent (provided that if the applicable Special Servicer fails to receive a response to such notice from the
Directing Holder in writing within such period, then the Directing Holder shall be deemed to have consented to such proposed waiver
or consent).


 


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


 


Section 3.09          Realization
Upon Defaulted Mortgage Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice
to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable Special Servicer.
The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Holders’ rights pursuant to Section 6.08, and any Companion
Holder or mezzanine lender’s rights under the related Co-Lender Agreement (in the case of a Serviced Whole Loan, on behalf
of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent
with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership
of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as
come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made
for collection of


 






    -190- 


     

    

 


delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer
or applicable Special Servicer the applicable shall not be required to make a Property Protection Advance and expend funds toward
the restoration of such property unless such Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master
Servicer for such Property Protection Advance, and the Master Servicer or such Special Servicer has not determined that such Property
Protection Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and
expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Property Protection Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or a Special Servicer,
on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer or the applicable Special Servicer in its reasonable
judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant
to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the applicable
Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Defaulted Mortgage Loan or any related defaulted Companion Loan, whether for purposes of bidding
at foreclosure or otherwise, the applicable Special Servicer or the Master Servicer, as the case may be, is authorized to have
an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid
by the Master Servicer as a Property Protection Advance.


 


(b)          No Special Servicer
shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


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


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the applicable
Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer
has previously determined in accordance with the Servicing


 






    -191- 


     

    

 


Standard,
based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)           such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


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


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be
paid by the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property Protection Advance (in which
case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced Whole Loan Custodial Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Mortgage Loans, the Master
Servicer and, with respect to Specially Serviced Mortgage Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage
Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which
any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any
actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee
to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder
of the Lower-Tier Regular Interests).


 


(d)          If (i) the
environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i)
and (ii) of subsection (c) above of


 






    -192- 


     

    

 


the
first sentence thereof has not been satisfied with respect to any Mortgaged Property securing a Defaulted Mortgage Loan and,
in the case of a Serviced Mortgage Loan, any related Companion Loan, and (ii) there has been no breach of any of the
representations and warranties set forth in or required to be made pursuant to Section 6 of the Mortgage Loan Purchase
Agreement for which the Mortgage Loan Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to
Section 6 of the Mortgage Loan Purchase Agreement, then the applicable Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and
is hereby authorized (prior to the occurrence and continuance of a Control Termination Event and other than with respect to
any Excluded Loan), with the consent of the Directing Holder at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal
balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related
Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than
with respect to any Excluded Loan) the Directing Holder, in writing of its intention to so release such Mortgaged Property
and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the applicable
Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website
pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Holder as
required above, the Holders of Certificates evidencing at least 25% of the Voting Rights shall have consented or have
been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such
notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed
consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided
that the applicable Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the
extent permitted under the related Mortgage Loan documents.


 


(e)          Each Special Servicer
shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing Holder (other than
with respect to any Excluded Loan), the Master Servicer, the Certificate Administrator and the 17g-5 Information Provider monthly
regarding any actions taken by the such Special Servicer with respect to any Mortgaged Property securing a Defaulted Mortgage Loan,
or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied,
in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)           Each Special Servicer
shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the Internal Revenue
Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report
to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the


 






    -193- 


     

    

 


Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the such Special Servicer. Upon request,
the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          Each Special Servicer
shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and
if applicable, the related Companion Loan) permit such an action.


 


(h)          Each Special Servicer
shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of
a Defaulted Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by
an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Holder (other than
with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination
Date.


 


Section 3.10          Trustee
and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the applicable Special Servicer, as the
case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and
request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request for Release
substantially in the form of Exhibit E signed by a Servicing Officer and shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will
be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if
the Master Servicer or the applicable Special Servicer notifies the Custodian of an exigency) of receipt of such notice and
request, the Custodian shall release the related Mortgage File to the Master Servicer or the applicable Special Servicer, as
the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan, is paid in
full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Collection Account.


 


(b)          From time to time
as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and any related
Companion Loan), the Master Servicer or the applicable Special Servicer shall deliver to the Custodian a Request for Release substantially
in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage
File or any document therein to the Master Servicer or the applicable Special Servicer (or a designee), as the case may be. Upon
return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate
of a Servicing Officer of the Master Servicer or the


 






    -194- 


     

    

 


applicable
Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the
related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO
Property, a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the applicable
Special Servicer (or a designee), as the case may be, with the original being released upon termination of the Trust.


 


(c)          Within seven (7)
Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer any court
pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including
any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special Servicer
shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such
documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          If, from time
to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling Agreement,
and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11          Servicing
Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to each Mortgage
Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the
same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage
Loan, Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect


 






    -195- 


     

    

 


to
the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues
to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly,
on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest
on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid
Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance
and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest,
to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of
this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right
to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master
Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to
each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect
of such Serviced Pari Passu Companion Loan, subject to the terms of the related Co-Lender Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including any
related Serviced Companion Loan that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related Co-Lender
Agreement; provided that with respect to such transactions, the consent of the applicable Special Servicer is not required
to take such action and, in the event that the applicable Special Servicer’s consent is required, then the Master Servicer
shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially Serviced Mortgage
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) (whether
or not the consent of the applicable Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption,
waiver, consent and earnout fees, review fees, other processing fees and similar fees pursuant to Section 3.08 and
Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Mortgage Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Co-Lender Agreement), provided
the consent of the applicable Special Servicer is not required to take such actions; (iv) 50% of all assumption, waiver, consent
and earnout fees, review fees, other processing fees and similar fees (other than assumption application and defeasance fees),
pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage Loan (including any related
Serviced Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) for which the applicable Special Servicer’s
consent or approval is required and only to the extent that all amounts then due and payable with respect to the related Mortgage
Loan have been paid and (v) 50% of all fees related to Major Decisions with respect to the Non-Specially Serviced Mortgage Loans
regardless of whether the Master Servicer or the applicable Special Servicer processes such Major Decision. In addition, the Master
Servicer shall be entitled to retain as additional servicing compensation


 






    -196- 


     

    

 


(other
than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands,
fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient
funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts
in the Collection Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b),
respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation
in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income
earned on deposits relating to the Trust Fund in the Collection Account or the Serviced Whole Loan Custodial Account in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to
the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu
Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.
The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the
premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to receive a portion thereof,
the Master Servicer and the applicable Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the applicable Special
Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the
extent either the Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any
right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee,
the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the applicable
Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled
to any of such fee charged by the applicable Special Servicer.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be


 






    -197- 


     

    

 


expressly
subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to
the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment
of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)          As compensation
for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time
to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan
is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if
a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing
Fee may not be transferred in whole or in part except in connection with the transfer of all of the applicable Special Servicer’s
responsibilities and obligations under this Agreement. Each Special Servicer shall not be entitled to any Special Servicing Fees
with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional servicing
compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments
of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption application fees and assumption fees and other related
fees received on any Specially Serviced Mortgage Loans, (iii) 100% of waiver, consent and earnout fees, pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans
or certain other similar fees paid by the related Mortgagor and (iv) 50% of all Excess Modification Fees and assumption and
consent fees pursuant to Section 3.08 or Section 3.18 and 50% of all earnout fees received with respect
to all Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Co-Lender Agreement) and, in all cases, for which the applicable Special Servicer’s consent or approval is required,
shall be promptly paid to such Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), the applicable Special Servicer shall also be entitled to additional servicing compensation
in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other
income earned on deposits relating to the Trust Fund in the applicable REO Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date). Each Special
Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected
Loan at the Workout Fee Rate on such Corrected Loan for so long


 






    -198- 


     

    

 


as
it remains a Corrected Loan; provided, however, that after receipt by the applicable Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected
over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the applicable Special Servicer in respect of that Corrected Loan
(including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant
to the preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until
an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout
Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Loan. No Special Servicer
shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated
(other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage
Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the
Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Mortgage Loan. If a Special
Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage
Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default
through a modification, restructuring or workout negotiated by such Special Servicer and evidenced by a signed writing, but which
had not as of the time such Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had
not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as
a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer will not be entitled
to any portion of such Workout Fees. No Special Servicer will be entitled to receive any Workout Fees after termination for cause.
A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything
herein to the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation
Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Co-Lender Agreement or to the
extent such Co-Lender Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this
Agreement, as


 






    -199- 


     

    

 


provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each Special Servicer will
also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums
for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to
the extent such expenses are not expressly payable directly out of the Collection Account or the applicable REO Account, and the
applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          In determining
the compensation of the Master Servicer or the Special Servicers, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion
Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the applicable
Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in
connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Property Protection Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling Agreement, to the extent not prohibited by the applicable
Non-Serviced Co-Lender Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid
to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on Property Protection Advances reimbursed by such trust to any party under the
applicable Non-Serviced Pooling Agreement, which resulted in an additional expense for the Trust, to the extent not prohibited
by the applicable Non-Serviced Co-Lender Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable
and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation
Fees), including without limitation, inspections by the applicable Special Servicer and all unpaid Advances incurred since the
Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which
shall be payable as additional servicing compensation under the related Non-Serviced Pooling Agreement) remaining thereafter shall
be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan, and any related Companion Loan was
a Non-Specially Serviced Mortgage Loan, and to the applicable Special Servicer, if and to the extent accrued on such Mortgage Loan
during the period such Mortgage Loan was a Specially Serviced Mortgage Loan or REO Loan. Any Penalty Charges paid or payable as
additional servicing compensation to the Master Servicer and the Special Servicers shall be distributed between the Master Servicer
and the applicable Special Servicer, on a pro rata basis, based on the Master Servicer’s and such Special Servicer’s
respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges
with respect to any Companion Loan will be allocated pursuant to the applicable Co-Lender Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 






    -200- 


     

    

 


(e)          With respect to
each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business
Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate
Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor Reporting
Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format, clean and searchable
PDF format or such other format as mutually agreeable between the Certificate Administrator and the applicable Special Servicer)
that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer
or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any
month during which no Disclosable Special Servicer Fees were received.


 


(f)          Each Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without
limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any
Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect of
a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure
of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant to the
CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set forth on
Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer in
writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in
accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12          Inspections;
Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than
a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or
more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in
each case, commencing in the calendar year 2016 (and each Mortgaged Property shall be inspected on or prior to December 31, 2017);
provided, however, that if a physical inspection has been performed by the applicable Special Servicer in the previous
twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical
inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the applicable
Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage
Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such


 






    -201- 


     

    

 


Mortgage
Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the applicable Special Servicer pursuant to
the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from
the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole
Loan, such cost shall be payable, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan (and any
Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan any related Pari
Passu Companion Loan and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections.
The applicable Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report
of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the
inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report
has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the
preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that
the preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which
the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected
Mortgaged Property. The applicable Special Servicer and the Master Servicer shall deliver a copy (in electronic format) of
each such report prepared by such Special Servicer and the Master Servicer, respectively, to the other party, to the
Directing Holder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan), any related Serviced Pari Passu Companion Noteholder, the Certificate Administrator and to the Trustee
within five (5) Business Days after completion of such report. Within five (5) Business Days after request for copies of such
reports by the Rating Agencies, the applicable Special Servicer or the Master Servicer, as applicable, shall deliver a copy
(in electronic format) of each such report prepared by such Special Servicer and the Master Servicer, as applicable, to the
17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons. In
respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the
Master Servicer shall deliver a copy of each such report to the Directing Holder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          Each Special Servicer,
in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage
Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage


 






    -202- 


     

    

 


Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the applicable Special Servicer shall not be required to request such operating statements
or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the
Mortgage Loan documents. In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The applicable Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days
of receipt, and the Master Servicer and such Special Servicer, as applicable, shall deliver copies of all the foregoing items
so collected to the Trustee, the Certificate Administrator, the Directing Holder and the Depositor, in electronic format, in each
case within thirty (30) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30
of each year commencing June 30, 2016. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of
such items, the Master Servicer or the applicable Special Servicer, as applicable, shall deliver electronic copies of such items
to the Certificate Administrator to be posted on the Certificate Administrator’s Website. The Master Servicer or the applicable
Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information
Provider pursuant to Section 3.13(c).


 


Within thirty (30) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans it is responsible for servicing
hereunder, or the applicable Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than
any Non-Serviced Mortgaged Property), of any annual operating statements or rent rolls beginning with the quarter ending September
30, 2016 and the calendar year ending December 31, 2016 with respect to any Mortgaged Property or REO Property, or if such date
would be after June 30 of any year, then within thirty (30) days after receipt, such Master Servicer or applicable Special Servicer,
as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update)
the analysis of operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement
Analysis Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC®
NOI Adjustment Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter
of each year to the extent provided by the then current CREFC® Investor Reporting Package. Upon the occurrence and
continuation of a Servicing Transfer Event, the Master Servicer shall provide the applicable Special Servicer with all prior CREFC®
Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including
underwritten figures), and the applicable Special Servicer’s obligations hereunder shall be subject to its having received
all such reports. The Master Servicer and applicable Special Servicer shall forward to the other and (prior to the occurrence of
a Consultation Termination Event) the Directing Holder electronically monthly all operating statements and rent rolls received
from any Mortgagor from the prior month. All CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies
(in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the initial
preparation


 






    -203- 


     

    

 


and
each material revision thereof) to the Certificate Administrator, the Directing Holder, and with respect to any Serviced Companion
Loan, the related Companion Holder, the applicable Special Servicer and the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC®
Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged
Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)          At or before 12:00 p.m.
(New York City time) on each Determination Date, the each Special Servicer shall prepare and deliver or cause to be delivered to
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, the
CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Mortgage Loans
(excluding, for the Directing Holder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the applicable Special Servicer in an electronic format, reasonably acceptable to the Master
Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall
include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial
Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis
Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not later than
5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning June 2016, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the applicable Special Servicer and Master Servicer), (D) a
CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC®
Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery
Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant
to Section 3.11(e) to the extent received from the applicable Special Servicer, if any. Additionally, not later than
5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning June 2016, the Master Servicer shall deliver
or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable
Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning
June 2016, the Master Servicer shall deliver or


 






    -204- 


     

    

 


cause
to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File.
In no event shall any report described in this subsection be required to reflect information that has not been collected by
or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of
business on the Business Day prior to the Business Day on which the report is due. In addition, not later than 5:00 p.m. (New
York City time) on the Serviced Whole Loan Remittance Date, the Master Servicer shall provide access to the related Serviced
Pari Passu Companion Noteholder, in electronic format, any report or data file that it is required to deliver to the
Certificate Administrator pursuant to this Section 3.12(d).


 


(e)          Each Special Servicer
shall deliver to the Master Servicer the reports and information required of such Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the reports and data files
set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the applicable Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer
to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in
turn, based on information or reports to be provided by the applicable Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the applicable Special Servicer
pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide
such information or reports to the Certificate Administrator until it has received the requisite information or reports from the
applicable Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports
required by Section 3.12(d) caused by the applicable Special Servicer’s failure to timely provide any information
or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)           Notwithstanding
the foregoing, however, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the
Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or such
Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and a Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. The Master Servicer or the a Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless otherwise
specifically stated herein, if the Master Servicer or a Special Servicer is required to deliver any statement, report or information
under any provisions of this Agreement, the Master Servicer or such Special Servicer, as the case may be, may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic


 






    -205- 


     

    

 


format
or (z) except with respect to information to be provided to the Certificate Administrator or any Companion Holder and, prior
to the occurrence of a Consultation Termination Event, the Directing Holder, making such statement, report or information available
on the Master Servicer’s or the applicable Special Servicer’s Internet website, unless this Agreement expressly specifies
a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and each Special Servicer shall deliver any required statements, reports
or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the applicable Special Servicer, as the case may be. The Master Servicer or the applicable Special Servicer
may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems,
however, copies in electronic format shall follow upon the correction of such system problems.


 


Section 3.13          Access
to Certain Information. (a)  Each of the Master Servicer and the Special Servicers shall provide or cause to be
provided to the Certificate Administrator, and the Certificate Administrator shall afford access to the Mortgage Loan Seller and
to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the applicable Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above
by the delivery of copies of information as requested by such Person and the Master Servicer, such Special Servicer or the Certificate
Administrator shall be permitted to require payment (other than from the Directing Holder and the Trustee and the Certificate
Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable
out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the
Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicer and Special Servicers may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access
to confidential information or any intellectual property; and/or


 






    -206- 


     

    

 


(iv) withhold
access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited
by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or a Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach
of this Agreement to the extent that the Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer
or a Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the
Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


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


 


Notwithstanding anything
to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given
access to, or be provided copies of, the Mortgage Files or Diligence Files.


 






    -207- 


     

    

 


(b)          The Certificate
Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, the
Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


(i)           The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          the Mortgage
Loan Purchase Agreement and any amendments and exhibits thereto; and


 


(D)          the CREFC®
Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          any reports
on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR
system;


 


(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)          all Distribution
Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the CREFC®
Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC®
Property File, each of the “surveillance reports” identified as such in the definition of “CREFC®
Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report
and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered
by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          all Operating
Advisor Annual Reports;


 






    -208- 


     

    

 


(iv)         The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all environmental
reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)          all property
inspection reports delivered to the Certificate Administrator pursuant to Section 3.09(e);


 


(D)          any Appraisals
delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(E)          any Appraisal
Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount delivered to the Certificate
Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC® Loan Periodic Update File or
the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package);


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)          any notice
with respect to a release pursuant to Section 3.09(d);


 


(B)          any notice
regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any notice
of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


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


 


(E)          any notice
of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any Asset
Review Report Summary received by the Certificate Administrator;


 






    -209- 


     

    

 


(G)          any notice
of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


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


 


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


 


(J)           any notice
of resignation or termination of the Master Servicer or the applicable Special Servicer pursuant to Section 7.03;


 


(K)          any notice
of termination pursuant to Section 9.01;


 


(L)          any notice
of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of
appointment by the successor operating advisor or the successor Asset Representations Reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)        any notice
of any request by requisite percentage of Certificateholders for a vote to terminate the applicable Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)         any notice
of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating
Advisor in connection with such recommendation;


 


(O)         any notice
that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          any notice
of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any notice
of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any assessments
of compliance delivered to the Certificate Administrator; and


 


(S)          any attestation
reports delivered to the Certificate Administrator;


 


(T)          any “special
notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;


 






    -210- 


     

    

 


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


 


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


 


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


 


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


 


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


 


Any Person (other than
the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan
Purchase Agreement and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Holder or
a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master
Servicer, the applicable Special Servicer the Operating Advisor, the Certificate Administrator and the Trustee in physical form
of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate Administrator in
physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access
all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor
certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicers, the Operating Advisor, the Certificate Administrator and


 






    -211- 


     

    

 


the
Trustee may each rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Holder
or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D hereto from the Directing Holder or a Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class
Loan(s). In the event the Directing Holder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the
Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated
with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.
Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder
shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate
Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded
Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s))
made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on
the Certificate Administrator’s Website, each of the Master Servicer, the applicable Special Servicer and the Operating
Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and,
if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicers, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Holder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written
notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information
posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in
accordance with Section 3.30(a).


 






    -212- 


     

    



 


Each
of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
to conclusively rely on delivery from the Directing Holder or a Controlling Class Certificateholder of an investor certification
substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent
the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Holder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder,
(C) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any of its Affiliate involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


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


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration
and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in
accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 


(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “GSMS 2016-GS2” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)          any
notices of waivers under Section 3.08(d);


 



    -213- 


     

    

 


(ii)         any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)        any
notice of final payment on the Certificates;


 


(iv)        any
environmental reports delivered by the applicable Special Servicer under Section 3.09(e);


 


(v)         any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the applicable Special Servicer, Certificate Administrator or Trustee regarding


 



    -214- 


     

    

 


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


 


(xviii)     any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09 or Section 11.10; and


 


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


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York
City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, that any information delivered pursuant to Section 3.15(d) shall be posted in accordance with Section 3.15(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5
Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in
the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City
time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “GSMS 2016-GS2” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall make
such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to
this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via


 



    -215- 


     

    

 


electronic media, and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


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


 


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


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “GSMS 2016-GS2”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)          The
Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5
Information Provider and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance
with the timeframe provided in Section 3.15(c) above. The Master Servicer or the applicable Special Servicer, as applicable,
shall not send such information directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information
has been posted to the 17g-5 Information Provider’s Website.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by
the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial
Management Inc., Markit Group Limited and Thomson Reuters Corporation) at the direction of the Depositor which may be in the form
of a standing order, and providing such information shall not constitute a breach of this Agreement by the


 



    -216- 


     

    

 


Certificate
Administrator. Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)          Each
of the Master Servicer and the Special Servicers may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicers shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a
“click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the applicable Special Servicer’s website, and (B) acknowledge that the Master Servicer or such Special Servicer
may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s or the applicable Special Servicer’s website, the Master Servicer and such Special
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement
used by the Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 



    -217- 


     

    

 


Neither
the Master Servicer nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicers shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)          The
Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to
the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement
or related Co-Lender Agreement; provided that such party summarizes the information provided to the Rating Agencies in
such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the
procedures set forth in Section 3.13(c) the same day such communication takes place; provided, further
that the summary of such oral communications shall not identify which Rating Agency the communication was with. The 17g-5
Information Provider shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the
procedures set forth in Section 3.13(c).


 


(h)          The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Holder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 


(i)          None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable
Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s
or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided, that the Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
or (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5
Information Provider’s Website.


 



    -218- 


     

    

 





(j)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


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


 


(b)          Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and
maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the applicable REO Account,
within one (1) Business Day after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds
and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments
in accordance with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate
Administrator, and the Master


 



    -219- 


     

    

 


Servicer of the location of the applicable REO Account when first established and of the new location
of the applicable REO Account prior to any change thereof.


 


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


 


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


 


Section 3.15          Management
of REO Property. (a)  If title to any REO Property is acquired, the applicable Special Servicer shall
manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the
benefit of the Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular
Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to
fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in
the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within
the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however,
the applicable Special Servicer shall have full power and authority to do any and all things in connection therewith as are
in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the
related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by
the applicable Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of
this


 



    -220- 


     

    

 



Section 3.15. Subject to this Section 3.15, the applicable Special Servicer may allow the Trust or any
commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property”
within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the applicable Special Servicer shall deposit or cause
to be deposited on a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified
funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and
shall withdraw from the applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property,
funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)          all
insurance premiums due and payable in respect of such REO Property;


 


(ii)         all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)        any
ground rents in respect of such REO Property, if applicable; and


 


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


 


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


 


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


 


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


 


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


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default


 



    -221- 


     

    

 


on the related Mortgage
Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)         When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing


 



    -222- 


     

    

 


or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


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


 


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


 


(iii)        If
any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer may offer
to sell to any Person any Specially Serviced Mortgage Loan (to the extent consistent with any related Co-Lender Agreement) or
may offer to purchase any Specially Serviced Mortgage Loan, if and when the applicable Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust on a net present value basis.
In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related Co-Lender Agreement,
to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the applicable
Special Servicer for the Non-Serviced Whole Loan, the applicable Special Servicer will be entitled to sell (with the consent of
the Controlling Class Representative if no Control


 



    -223- 


     

    

 


Termination Event has occurred and is continuing and such Non-Serviced Mortgage
Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that
such action would be in the best interests of the Certificateholders, each Special Servicer is required to give the Trustee, the
Certificate Administrator, the Master Servicer, the Operating Advisor, any related Companion Holder and (other than in respect
of any Excluded Loan) the Controlling Class Representative not less than ten (10) days’ prior written notice of its intention
to sell any Specially Serviced Mortgage Loan, in which case the applicable Special Servicer is required to accept the highest
offer received from any person for such Specially Serviced Mortgage Loan in an amount at least equal to the Purchase Price or,
at its option, if it has received no offer at least equal to the Purchase Price therefor, purchase such Specially Serviced Mortgage
Loan at such Purchase Price.


 


(iv)         (A)  In
the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer
for such price), the applicable Special Servicer shall, subject to subclause (B) below, accept the highest offer received
from any Person that is determined by the applicable Special Servicer to be a fair price for such Specially Serviced Mortgage
Loan, if the highest offeror is a Person other than an Interested Person. If the highest offeror is an Interested Person, the
Trustee, subject to any additional conditions in an applicable Co-Lender Agreement, (based upon updated Appraisals ordered by
the applicable Special Servicer and received by the Trustee (or ordered by the Trustee if the applicable Special Servicer or any
of its Affiliates is an Interested Person)) shall determine the fair price; provided, however, that no offer from
an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than
the applicable Purchase Price, at least two other offers are received from independent third parties, and any such determination
by the Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination.
If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may
(at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage
Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for
such Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to
rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any
such determination, from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with
the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested
Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer
as a Property Protection Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its


 



    -224- 


     

    

 


individual capacity, nor any
of its Affiliates may make an offer for or purchase any Specially Serviced Mortgage Loan.


 


(B)          The
applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines
(with respect to any Mortgage Loan other than an Excluded Loan, in consultation with the Controlling Class Representative
(unless a Consultation Termination Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or
an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard
(and subject to the requirements of any related Co-Lender Agreement), that the rejection of such offer would be in the best
interests of the Holders of Certificates. In addition, the applicable Special Servicer may accept a lower offer if it
determines, in accordance with the Servicing Standard (and subject to the requirements of any related Co-Lender Agreement),
that the acceptance of such offer would be in the best interests of the Holders of Certificates (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or
a Person that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell
all Specially Serviced Mortgage Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee
shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section 3.16,
on the basis of anything other than the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer
shall pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including, without limitation,
workout and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and
the Servicing Standard and the REMIC Provisions.


 


(b)          (i)  (A)  The
applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan,
such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The
applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to
the occurrence of a Consultation Termination Event, the Directing Holder, not less than ten (10) days’ prior written notice
of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell
any REO Property, in which case such Special Servicer shall accept the highest offer received from any Person for any REO Property
in an amount at least equal to the


 



    -225- 


     

    

 


Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the Master Servicer, an Affiliate of the Master Servicer, the applicable Special Servicer or an Affiliate of such Special
Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from
the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent
broker pursuant to a brokerage agreement entered into at arm’s length.


 


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


 


(C)          No
Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special
Servicer or a Person that is an Affiliate of such Special Servicer.


 


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all


 



    -226- 


     

    

 


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


 


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


 


(c)          Any
sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Co-Lender Agreement and this Agreement, if
the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then the
applicable Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan together with such Mortgage
Loan as one whole loan and will be required to require that all offers be submitted to the Trustee in writing constitutes a fair
price for the Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested Person. Notwithstanding
the foregoing, the applicable Special Servicer will not be permitted to sell the related Mortgage Loan together with the related
Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related
Serviced Pari Passu Companion Loan (provided that such consent is not


 



    -227- 


     

    

 


required if the holder of the Serviced Pari Passu
Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the applicable Special Servicer has delivered to the
holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any
decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each
bid package (together with any material amendments to such bid packages) received by the applicable Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class
Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all
leases or other documents that are approved by the Master Servicer or the applicable Special Servicer in connection with the proposed
sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer
at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to
submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar
to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any such determination
by the Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person.


 


(e)          (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Co-Lender Agreement, the holder
of the related Serviced Subordinate Companion Loan for each applicable Serviced AB Whole Loan and will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the Serviced Subordinate Companion
Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the
related Co-Lender Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such Serviced
Subordinate Companion Loan, repurchased by the Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
Serviced Subordinate Companion Loan will no longer be subject to this Agreement. In addition, pursuant to the terms of the related
Co-Lender Agreement, any sale of a Serviced AB Whole Loan that is a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan
pursuant to this Section 3.16 (other than in connection with the purchase of the applicable Serviced AB Whole Loan
by the related Serviced Subordinate


 



    -228- 


     

    

 


Companion Loan) shall not include any related Serviced Subordinate Companion Loan. As a result,
any reference in this Section 3.16 to the sale, or determination of fair value, of a Serviced AB Whole Loan that is
a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan (other than in connection with the purchase of the applicable Serviced
AB Whole Loan by the related Serviced Subordinate Companion Loan) shall be deemed to exclude any related Serviced Subordinate
Companion Loan.


 


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


 


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


 


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


 


Section 3.17          Additional
Obligations of Master Servicer and Special Servicers. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any
Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in
the Serviced Whole Loan Custodial Account on each Master Servicer Remittance Date, without any right of reimbursement
therefor.


 


(b)          The
Master Servicer or each Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Co-Lender Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans, deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Holder), and any election to so defer or not to
defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election
at its sole


 



    -229- 


     

    

 


option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Master Servicer or
the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection
period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof);
provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a one-month collection period will exceed the full amount of the principal portion of general collections deposited in the Collection
Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
and thereafter shall deliver such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the
foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s or
the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the applicable Special Servicer, as applicable,
constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute
a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the
Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has
been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or


 



    -230- 


     

    

 


the Trustee’s, as applicable,
agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse
economic or other effects that may arise from such an election.


 


With
respect to any modification or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the applicable Special Servicer as applicable, shall provide to the 17g-5 Information Provider a copy of
any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the applicable Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


Section 3.18          Modifications,
Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the applicable Special
Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that
constitutes a Major Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any
Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, to
advise or consult with the Master Servicer or the applicable Special Servicer, as the case may be, with respect to, or to
consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement), the
Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan (that constitutes a Major
Decision) without the prior written consent of the applicable Special Servicer (it being understood that the Master Servicer
will promptly provide such Special Servicer with notice of any request for such modification, waiver or amendment, the Master
Servicer’s written recommendation and analysis, and all information in the Master Servicer’s possession that may
be reasonably requested by such Special Servicer in


 



    -231- 


     

    

 


order
to grant or withhold such consent); provided that in the event that the applicable Special Servicer does not respond
within ten (10) Business Days after receipt of such analysis and all such information in the Master Servicer’s
possession that is reasonably requested by the applicable Special Servicer in order to grant or withhold such consent, plus
the time period provided to the Directing Holder or other relevant party under this Agreement and, if applicable, any time
period provided to a Companion Holder under a related Co-Lender Agreement, the applicable special servicer’s consent to
such modification, waiver or amendment shall be deemed granted; and provided, further, that no extension
entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five
(5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily
by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the
expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related
Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the
Certificate Administrator, the applicable Special Servicer, the Operating Advisor, each related Other Master Servicer, each
related Other Trustee and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Holder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent
permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an
expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute
a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the
Directing Holder (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation with the Directing
Holder pursuant to Section 6.08 hereof) (which consent or consultation shall be coordinated through the
applicable Special Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise
the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the
related Co-Lender Agreement, and subject to the applicable Special Servicer’s processing and/or consent rights pursuant
to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision, the Master Servicer, with
respect to Non-Specially Serviced Mortgage Loans, without the consent of the applicable Special Servicer, may modify or amend
the terms of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake
therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein
or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or
related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such
modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 






    -232- 


     

    

 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the
Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the Master Servicer or the applicable Special Servicer, as the case may
be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Holder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master
Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense
of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision (without regard
to the first proviso in the definition of “Major Decision”, as applicable) with respect to any Non-Specially Serviced
Mortgage Loan, the Master Servicer shall forward such request to the applicable Special Servicer and, unless the Master Servicer
and the applicable Special Servicer mutually agree that the Master Servicer shall process such request, the applicable Special
Servicer shall process such request and the Master Servicer shall have no further obligation with respect to such request or such
Major Decision.


 


(b)          If
the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with respect to which a payment default or other material
default has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and,
if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially
Serviced Mortgage Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such Specially
Serviced Mortgage Loan, subject to (x) the provisions of this Section 3.18(b) and Section 3.18(c),
(y) with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence and continuance of a Control
Termination Event, the approval of the Directing Holder (or after the occurrence and during the continuance of a Control Termination
Event, but prior to a Consultation Termination Event, upon consultation with the Directing Holder) as provided in Section 6.08;
and (z) additionally, with


 



    -233- 


     

    

 


respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with
respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification, waiver or
amendment, in each case, pursuant to the terms of the related Co-Lender Agreement or mezzanine intercreditor agreement, as applicable;
provided that in the case of any release or substitution of collateral (other than a defeasance), the applicable Special
Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event
to occur. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or the applicable Special Servicer, as the case may be, to
calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property
or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged
Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted
by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate
third party.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage
Loan to fully amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of
any term of any Specially Serviced Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity
date of any such Specially Serviced Mortgage Loan to a date occurring later than the earlier of (a) five (5) years prior
to the Rated Final Distribution Date and (b) if such Specially Serviced Mortgage Loan is secured solely or primarily by a
leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with
the Servicing Standard giving due consideration to the remaining term of the ground lease and, ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) with the consent of the Directing
Holder, ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold estate
exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on
the related Mortgage Loan or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is


 



    -234- 


     

    

 


reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by any Master Servicer or applicable Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and
Section 6.08), the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the
applicable Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) if any such waiver,
modification or amendment constitutes a Major Decision) or the applicable Special Servicer may, consistent with the Servicing
Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default
or as to which default is not reasonably foreseeable only if it provides the Trustee and the Certificate Administrator with an
Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense
cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable efforts
to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the Master Servicer nor the applicable Special Servicer may waive the payment of any Yield
Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date,
be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan
that is not a Specially Serviced Mortgage Loan.


 


(e)          Subject
to Section 3.18(c), the Master Servicer and the applicable Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or such Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or such Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request;
provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and Companion Loans entered into pursuant to
this Section 3.18 shall be in writing, signed by the Master Servicer or the applicable Special Servicer, as the case
may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the applicable Special Servicer in accordance with the Servicing Standard).


 






    -235- 


     

    

 


(g)          With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18
hereof, the applicable Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative
(other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the
applicable Companion Holder, the Mortgage Loan Seller (if the Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of
such Mortgage Loan or the Directing Holder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or
amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified,
waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized
and executed) for which it is responsible for processing pursuant to Section 3.18 hereof, the Master Servicer shall
provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the applicable
Special Servicer (and such Special Servicer shall, prior to the occurrence of a Consultation Termination Event and other than
with respect to an Excluded Loan, forward such notice to the Controlling Class Representative), the applicable Companion Holder,
and the Mortgage Loan Seller (so long as the Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Holder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the applicable Special Servicer) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any
event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any.
Following receipt of the Master Servicer’s or the applicable Special Servicer’s, as the case may be, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class R Certificates) upon request. With respect to the processing of
any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the applicable Special
Servicer (if such Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or
the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business
Days immediately following the Master Servicer or the applicable Special Servicer, as the case may be, obtaining actual knowledge
of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt,
substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding
sentence shall set forth, to the extent the applicable Special Servicer or Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection
Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the
aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to
the


 



    -236- 


     

    

 


Master Servicer, the applicable Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms
with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate
Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or
(ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no
longer be required hereunder. From time to time, the Master Servicer, the applicable Special Servicer and Certificate Administrator
may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)          (i)
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loan
in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided, that for the avoidance of doubt, any such defeasance fee shall not include the applicable Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the applicable Special Servicer is entitled
to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents the Master Servicer shall use
its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the
cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if
applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to


 



    -237- 


     

    

 


Section 3.25); provided,
further, however, that no such confirmation from any Rating Agency shall be required to the extent that the Master
Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan
that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off
Date Principal Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off
Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage
Loan documents, such reasonable costs shall be paid by the Mortgage Loan Seller as and to the extent set forth in the Mortgage
Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the
Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a
Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in the related
Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that such substitution is consistent
with the Servicing Standard and the Master Servicer (subject to the applicable special servicer’s processing and/or
consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision)
reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable
and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the
Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect that
such use would not be and would not constitute a “significant modification” of such Mortgage Loan, or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with
respect to either Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h)
(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such
securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(j)          If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90)


 



    -238- 


     

    

 


days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the applicable Special Servicer, as applicable, shall,
unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in the second sentence of (h), the applicable Special Servicer shall not approve
any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed
to such Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse
REMIC Event.


 


Section 3.19          Transfer
of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan), Serviced Companion Loan, the Master Servicer or the applicable Special Servicer, as the case may be, shall
promptly give notice to the Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor and
((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Holder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the
applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged
Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the applicable
Special Servicer with all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like)


 



    -239- 


     

    

 


relating to such Mortgage
Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable
it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case
of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving
notice from the applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating
Advisor, any related Serviced Pari Passu Companion Noteholder, and ((i) prior to the occurrence of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Holder, a copy of the notice of such Servicing Transfer
Event provided by the Master Servicer to the applicable Special Servicer, or by the applicable Special Servicer to the Master
Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate
Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment
of such Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing
with respect thereto, the applicable Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating
Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced Subordinate Companion Loan an AB Control
Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Holder and shall return the related Mortgage File and Servicing File to the Master Servicer
(or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to the Master Servicer, such Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


 


(b)          In
servicing any Specially Serviced Mortgage Loan and Serviced Companion Loans, the applicable Special Servicer will provide to the
Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage
File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan, Serviced Companion Loan information including correspondence with the related
Mortgagor.


 






    -240- 


     

    

 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each
of the applicable Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide such Special Servicer with any information in its possession with respect to such
records to enable the applicable Special Servicer to perform its duties under this Agreement; provided that this statement
shall not be construed to require the Master Servicer to produce any additional reports.


 


(d)          Upon
the earlier of (i) 60 days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, and (ii) prior to taking action with respect to any Major Decision (or making a determination
not to take action with respect to a Major Decision) with respect to a Specially Serviced Mortgage Loan, the applicable Special
Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage
Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Directing Holder
(but only in respect of any Mortgage Loan other than any Excluded Loan, and in any event for so long as no Consultation Termination
Event has occurred and is continuing), the Operating Advisor (but, other than with respect to an Excluded Loan, only after the
occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (only in the case
of an Asset Status Report relating to the Veritas Multifamily Pool 2 Whole Loan, and only for so long as no Consultation Termination
Event has occurred and is continuing), with respect to the Veritas Multifamily Pool 2 Whole Loan, the holder of the related AB
Subordinate Companion Loan and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion Loan,
to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such
Other Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset
Status Report shall set forth the following information to the extent reasonably determinable based on the information that was
delivered to the applicable Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)          summary
of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


(ii)         a
discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel
has been retained;


 


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


 


(iv)        (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and


 



    -241- 


     

    

 


returned to the Master
Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)         the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)       the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)          such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status
Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that
the disapproval by the Directing Holder (communicated to the applicable Special Servicer within ten (10) Business Days) is not
in the best interest of all the Certificateholders, such Special Servicer shall implement the recommended action as outlined in
such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary
to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage
Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Holder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable Special Servicer has not made
the affirmative determination described above, such Special Servicer shall revise such Asset Status Report and deliver a new Asset
Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer,
the Trustee, the Certificate Administrator, the Directing Holder (prior to the occurrence of a Consultation Termination Event


 



    -242- 


     

    

 


and, in
the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during an
AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after
the occurrence and during the continuance of a Control Termination Event and the 17g-5 Information Provider (which shall
promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control
Termination Event, the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d)
until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance
with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided
that, if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days following the
first submission of an Asset Status Report, the applicable Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the applicable Servicing Standard; provided, however, that such Asset
Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The applicable Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the
terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan
which includes a Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing
Holder to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall
(a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable
law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions, or (c) expose the Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor,
the Mortgage Loan Seller, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


The
applicable Special Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Mortgage
Loan to (i) the Operating Advisor and (ii) any Mortgage Loan other than an Excluded Loan, the Directing Holder (for so long as
no Consultation Termination Event has occurred) and the holder of the AB Subordinate Companion Loan. The Operating Advisor shall
provide comments to the applicable Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days
following the later of (i)


 



    -243- 


     

    

 


receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested
by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such
alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control
Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such alternative courses of action
and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially
Serviced Mortgage Loan is not an Excluded Loan, the Directing Holder) in connection with the applicable Special Servicer’s
preparation of any Asset Status Report. The applicable Special Servicer shall revise the Asset Status Report as it deems necessary
to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Mortgage Loan is not an Excluded Loan, the Directing Holder), to the extent the applicable Special
Servicer determines that the Operating Advisor’s and/or Directing Holder’s input and/or recommendations are consistent
with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced
Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of such Companion Loan)).


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Holder and the Operating Advisor
shall consult with the applicable Special Servicer and propose alternative courses of action and provide other feedback in respect
of any Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded
Loan), the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status
Report or otherwise consult with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special
Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above.
The applicable Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with
the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating
Advisor or the Directing Holder.


 


Notwithstanding
the foregoing, with respect to a Serviced Subordinate Companion Loan, the applicable Special Servicer shall prepare an Asset Status
Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the
related Co-Lender Agreement and prior to the occurrence and continuance of an AB Control Appraisal Period, the Controlling Class
Representative will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect
to such Asset Status Report shall be as set forth in the related Co-Lender Agreement.


 


(e)          (i)  Upon
receiving notice of the occurrence of the events described in clause (v) and (vii) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable


 






    -244- 


     

    

 


promptness give notice thereof, and shall use its reasonable efforts to provide the applicable Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such Special Servicer to
enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)         After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day
or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor
at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any Excluded Loan), the applicable
Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a draft summary of
the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance of an
AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Holder).
With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder approves of, or does not disapprove
of such draft summary, then the applicable Special Servicer shall deliver in electronic format such notice and summary of the
Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b). If the Directing Holder affirmatively disapproves of such summary in writing, then within two
(2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and deliver such new
summary to the Directing Holder until the Directing Holder approves such draft summary; provided, however, that
if the Directing Holder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days
of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset
Status Report delivered by the applicable Special Servicer prior to such 20th Business Day shall be deemed to be the final summary
of the Final Asset Status Report; provided, further, however, that if at any time the applicable Special
Servicer determines that any affirmative disapproval of such draft summary by the Directing Holder is not in the best interest
of all the Certificateholders pursuant to the Servicing Standard, the applicable Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The applicable Special
Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each
Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of any Final Asset
Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related
AB


 



    -245- 


     

    

 


Subordinate Companion Loan in accordance with the related Co-Lender Agreement (to the extent such Co-Lender Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such final Asset Status Report and the summary of
such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20          Sub-Servicing
Agreements. (a)  The Master Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as
amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to
comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer, shall for any
reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event),
the Trustee or any successor master servicer shall thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance
with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if
applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such
Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party
thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the
Operating Advisor, the Certificate Administrator, the Master Servicer, as applicable, any successor master servicer or any
Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to
terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer is
permitted hereunder to modify such Mortgage Loan; (vii) with respect to any Sub-Servicing Agreement entered into after the
Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the
time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides that the Sub-Servicer
shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following
the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act
reporting items required to be delivered to the Master Servicer under Article XI or under the Sub-Servicing
Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to,
(B) to perform in any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating,
obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its


 



    -246- 


     

    

 


obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to or (C) to perform other covenants and obligations set forth in such Sub-Servicing
Agreement in accordance with the terms of such Sub-Servicing Agreement. Any successor master servicer hereunder shall, upon
becoming successor master servicer be assigned and may assume any Sub-Servicing Agreements from the predecessor Master
Servicer (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the
Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to
any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and continue to collect
its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related
REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such
Specially Serviced Mortgage Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The
Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the
Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the
obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer
out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same
manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the
Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.
For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer shall notify the applicable Special Servicer, the Trustee and the Depositor
(and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any
Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing
Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall
(at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable
efforts to cause any Initial Sub-Servicer to comply with the


 



    -247- 


     

    

 


requirements of Article XI hereof. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their
respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at
such time as is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained
by it (other than any Sub-Servicer retained by it at the request of the Mortgage Loan Seller, which is only removable for cause)
at any time it considers removal to be in the best interests of Certificateholders in accordance with the terms of the related
Sub-Servicing Agreement.


 


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


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement,


 



    -248- 


     

    

 


without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the applicable Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
Master Servicer pursuant to the terms hereof.


 


(i)          Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents without the consent of the Master Servicer. The Master Servicer’s consent may also be required for certain other
servicing decisions as provided in the related Sub-Servicing Agreement.


 


Section 3.21          Interest
Reserve Account.


 


(a)  On
the Master Servicer Remittance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)          On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22          Directing
Holder and Operating Advisor Contact with Master Servicer and Special Servicers. Within a reasonable time upon request
from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the
Master Servicer and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii)
other than with respect to any Excluded Loan) the Directing Holder and (b) upon the occurrence and during the continuance of
any Control Termination Event, the Operating Advisor (with respect to the applicable Special Servicer only), regarding the
performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the applicable Special
Servicer, as the case may be, is responsible.


 






    -249- 


     

    



 


Section 3.23          Controlling
Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of Directing Holder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a
Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the
Certificate Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a
Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached
hereto, the selection of a Controlling Class Representative or the resignation or removal thereof. The Controlling Class
Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the
applicable Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder
is appointed Controlling Class Representative and when it is removed or resigns. To the extent there is only one Controlling
Class Certificateholder and it is also the General Special Servicer, it shall be the Controlling Class
Representative.


 


On
the Closing Date, the initial Controlling Class Representative shall deliver a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling
Class Representative shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior
to being recognized as the new Controlling Class Representative.


 


(b)          Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Controlling Class
Representative, by Certificate Balance, or such Controlling Class Representative shall have notified the Master Servicer, the
applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class
Certificateholder, in writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling
Class Representative. Upon the resignation of a Controlling Class Representative, the Certificate Administrator shall request
the Controlling Class Certificateholders to select a new Controlling Class Representative. In the event that (i) the Master Servicer,
the Certificate Administrator, the applicable Special Servicer, the Trustee or the Operating Advisor receives written notice from
a majority of the Controlling Class Certificateholders that a Controlling Class Representative is no longer designated and (ii)
the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Controlling Class Representative pursuant to the proviso of the definition of “Controlling Class
Representative”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the
Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor that it
is the new Controlling Class Representative; provided that the Master Servicer, the Certificate Administrator, the applicable
Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the
purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without
independently verifying that such


 






    -250- 


     

    

 


Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance
of the Controlling Class.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Controlling Class Representative.


 


(d)          In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicers, as applicable,
and the Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or such Special Servicer, as applicable,
then until such time as the new Directing Holder is identified, the Master Servicer or such Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may
be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class
Representative, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names
and addresses. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new
Controlling Class Representative or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the applicable Special Servicer. Notwithstanding the foregoing, Torchlight Investors, LLC, shall be the initial Controlling Class
Representative and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a
Consultation Termination Event occurs.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Controlling
Class Representative.


 


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


 


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


 






    -251- 


     

    

 


of the Controlling Class over the interests of the Holders of one
or more other Classes of Certificates; and (v) the Directing Holder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder, to the extent the Controlling Class Representative is the Directing Holder) for having so acted, and
no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or
principal of the Directing Holder for having so acted.


 


(h)          All
requirements of the Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Co-Lender Agreement.


 


(i)           Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Holder and any AB Whole Loan Controlling Holder.


 


(j)           With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Co-Lender Agreement.


 


(k)          The
Certificate Registrar shall determine which Class of Control Eligible Certificates is the then-current Controlling Class within
two (2) Business Days of a request from the Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


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


 






    -252- 


     

    

 


Certificates are the Controlling Class
Certificates, will again have the rights of the Controlling Class Representative as described in this prospectus supplement without
regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to
irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling
Class Representative or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder
described above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Mortgage Loan prior to its acquisition of a majority of the Class E Certificates that had not also become a Corrected Loan prior
to such acquisition until such Mortgage Loan becomes a Corrected Loan.


 


Whenever
such an “opt-out” by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be
deemed to have occurred and continue; and the rights of the holder of more than 50% of the Class E Certificates (by Certificate
Balance), if they are the Controlling Class Certificates, to act as or appoint a Controlling Class Representative and the rights
of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect).


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor and the Special Servicers within ten (10) Business Days of the
existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s
determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated, the Certificate
Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


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


 


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


 






    -253- 


     

    

 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Appraisal Reduction Amounts,
such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates
exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of
that Class, in each case without regard to the application of any Appraisal Reduction Amounts.”


 


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


 


Section 3.24          Co-Lender
Agreements. (a)  Each of the Master Servicer and Special Servicers acknowledges and agrees that each Serviced
Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and
provisions of the related Co-Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan
with mezzanine debt in accordance with the related Co-Lender Agreement and this Agreement, including, without limitation,
effecting distributions and allocating reimbursement of expenses in accordance with the related Co-Lender Agreement and, in
the event of any conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender
Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special
Servicers agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the
related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to
the extent that the related Co-Lender Agreement provides that such Companion Holder or mezzanine lender, as applicable, is
required or permitted to consent to such action. Each of the Master Servicer and Special Servicers acknowledges and agrees
that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement to the extent
provided for therein. All parties hereto further acknowledge and agree that any AB Whole Loan Controlling Holder will have
the right to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be
entitled to exercise all approval rights of the Directing Holder regarding any Asset Status Report in respect of the Mortgage
Loan or related REO Property, without regard to the occurrence of any Control Termination Event or Consultation Termination
Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender
Agreement. As of the Closing Date, the AB Whole Loan Controlling Holder of the Veritas Multifamily Pool 2 Whole Loan is
Forethought Life Insurance Company.


 


(b)          Neither
the Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that arises from
any entitlement in favor of a Companion Holder or a mezzanine lender under the related Co-Lender Agreement or conflict between
the terms of this Agreement and the terms of such Co-Lender Agreement. Notwithstanding any provision of any Co-Lender Agreement
that may otherwise require the


 






    -254- 


     

    

 


Master Servicer or such Special Servicer to abide by any instruction or direction of a Companion
Holder or a mezzanine lender, neither the Master Servicer nor such Special Servicer shall be required to comply with any instruction
or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with a Co-Lender Agreement constitute an expense to be borne by the Master Servicer
or the applicable Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the applicable
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the
contact information for the Companion Holders and mezzanine lenders is as set forth in the related Co-Lender Agreement or mezzanine
intercreditor agreement, as applicable, or as otherwise set forth in Section 13.05. In no event shall the Master Servicer
or the applicable Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Controlling
Class Representative or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to
the Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer
or such Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Controlling Class
Representative or a new Controlling Class Certificateholder.


 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s, the
Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion Holder or is exercisable
in conjunction with any related Companion Holder, the Controlling Class Representative shall not be permitted to exercise such
right or, to the extent provided in the related Co-Lender Agreement, shall be required to exercise such right in conjunction with
the related Companion Holder, as applicable (except to the extent that the Controlling Class Representative is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Co-Lender Agreement and shall not take such actions requiring consent of the related Companion Holder without such
consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the applicable Special Servicer, as the
case may be, shall


 






    -255- 


     

    

 


deliver reports and notices to the related Companion Holder as required under the Co-Lender Agreement.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer (other than with respect to the Veritas Multifamily
Pool 2 Whole Loan) shall be required (i) to provide copies of any notice, information and report that it is required to provide
to the Controlling Class Certificateholder pursuant to this Agreement with respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder,
within the same time frame it is required to provide to the Controlling Class Certificateholder (for this purpose, without regard
to whether such items are actually required to be provided to the Controlling Class Certificateholder under this Agreement due
to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Companion
Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion
Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined
in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the applicable Special Servicer of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Controlling Class Certificateholder, the applicable Special Servicer shall no longer
be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded within
such ten (10) Business Day period (unless, such Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, such Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if such Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the
related Companion Holder. In no event shall the applicable Special Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 


(f)           In
addition to the consent and consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the Master Servicer or the applicable
Special Servicer at the offices of the Master Servicer or such Special Servicer, as applicable, upon reasonable notice and at
times reasonably acceptable to the Master Servicer or such Special Servicer, as applicable, in which servicing issues related
to the related Whole Loan are discussed.


 


(g)          With
respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Co-Lender Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2


 






    -256- 


     

    

 


Business
Days after receipt by the Master Servicer of properly identified and available funds constituting the related Periodic Payment
without the consent of the Master Servicer.


 


(h)          With
respect to the Veritas Multifamily Pool 2 Mortgage Loan, the Master Servicer or the applicable Special Servicer shall provide
access to, any information relating to the Mortgage Loan, the related Mortgagor or the Mortgaged Property as the holder of the
Veritas Multifamily Pool 2 Subordinate Companion Loan may reasonably request and would be customarily in the possession of, or
collected or known by, the Master Servicer or applicable Special Servicer of mortgage loans similar to the Mortgage Loan and,
in any event, all information that is required to be provided to holders of the securities issued by the Trust that includes other
Mortgage Notes but not limited to standard CREFC® reports and Asset Status Reports, provided that if an interest
in the Serviced Subordinate Companion Loan or the holder of the Serviced Subordinate Companion Loan is held
by the related borrower or a Borrower Party, then the holder of the Serviced Subordinate Companion Loan shall not be entitled
to receive the Asset Status Report or any other information relating to the applicable Special Servicer’s workout strategy.


 


(i)          At
any time that the holder of the Serviced Subordinate Companion Loan is not the Veritas Multifamily Pool 2 Whole Loan
Directing Holder, (i) the applicable Special Servicer shall be required to provide copies to the holder of the Serviced
Subordinate Companion Loan of any notice, information and report that is required to be provided to the Directing Holder
pursuant to this Agreement with respect to any Major Decisions to be taken with respect to the Veritas Multifamily Pool 2
Whole Loan or the implementation of any recommended action outlined in an Asset Status Report relating to the Veritas
Multifamily Pool 2 Whole Loan within the same time frame such notice, information and report is required to be provided to
the Directing Holder (for this purpose, without regard to whether such items are actually required to be provided to the
Directing Holder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event), and (ii) the applicable Special Servicer will be required to consult with the holder of the Serviced
Subordinate Companion Loan on a strictly non-binding basis, to the extent having received such notices, information and
reports, the holder of the Serviced Subordinate Companion Loan requests consultation with respect to any such Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report, and consider alternative
actions recommended by the holder of the Serviced Subordinate Companion Loan; provided that after the expiration of a period
of ten (10) Business Days from the delivery to the holder of the Serviced Subordinate Companion Loan by the applicable
Special Servicer of written notice of a proposed action, together with copies of the notice, information and reports, the
applicable Special Servicer shall no longer be obligated to consult with the holder of the Serviced Subordinate
Companion Loan, whether or not the holder of the Serviced Subordinate Companion Loan has responded within such ten
(10) Business Day period.


 


Section 3.25          Rating
Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency
Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating


 






    -257- 


     

    

 


Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The circumstances
described in the preceding sentence are referred to in this Agreement as a “RAC No-Response
Scenario.”


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating
Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and
the Master Servicer or the applicable Special Servicer, as the case may be, may then take such action if the Master Servicer or
the applicable Special Servicer, as applicable, confirms its original determination (made prior to making such request) that taking
the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard,
and (y) with respect to a replacement of the Master Servicer or the applicable Special Servicer, such condition shall be
deemed not to apply (as if such requirement did not exist) if (i) it has been appointed and currently serves as a master servicer
or special servicer on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities
outstanding and for which Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material
factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction
serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding
Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer,
as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization
transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if
KBRA is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 






    -258- 


     

    

 


Promptly
following the Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in
this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as
if such requirement did not exist), the Master Servicer or such Special Servicer, as applicable, shall provide electronic written
notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating
to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or
substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master
Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination with respect
to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement
did not exist).


 


(c)          For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party
shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With
respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s)
in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to
any Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or deemed to be waived on, as applicable,
the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided,
that the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall
forward to one or more of its counterpart (i.e., the master servicer, special servicer, trustee or certificate administrator,
if and as applicable), the Rule 17g-5 information provider for the Other Securitization Trust, or such other party or parties
(as are agreed to by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative
or applicable Certificateholders, as applicable, and the applicable parties for the related Other Securitization Trust), at the
expense of the Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating


 






    -259- 


     

    

 


Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement
for posting on the Depositor’s 17g-5 Website in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the Depositor, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


Section 3.26          The
Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to
Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan,
and (B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the applicable Special Servicer or Directing Holder in connection with the Directing Holder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information.


 


(c)          (i)  After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor
by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor shall
(if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s performance of its duties under
this Agreement during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation
of Specially Serviced Mortgage Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided,
further, however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and
is continuing in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect
to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable
Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance
of an AB Control Appraisal Period under the related Co-Lender Agreement. Subject to the restrictions in this Agreement, including,
without


 






    -260- 


     

    

 


limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any
material deviations (i) from the Servicing Standard and (ii) from the applicable special servicer’s obligations
under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties that
the applicable Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property
related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement
regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered
to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report
at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The
Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the
applicable Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report,
the term “platform-level basis” refers to the applicable Special Servicer’s performance of its duties as they
relate to the resolution and/or liquidation of Specially Serviced Mortgage Loans, taking into account the applicable Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the applicable Special Servicer (other than any communications
between the Controlling Class Representative, the Directing Holder and such Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder.


 


(d)          Prior
to the occurrence and continuance of a Control Termination Event, the applicable Special Servicer will forward any Appraisal Reduction
Amount and net present value calculations used in the applicable Special Servicer’s determination of what course of action
to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)          (i)  After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the applicable Special


 






    -261- 


     

    

 


Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present
value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward such calculations, together
with any supporting material or additional information necessary in support thereof (including such additional information reasonably
requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged
Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such
calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the application of
the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and
applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with such
Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of the
Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply (and shall provide prompt written
notice of such determination to the Operating Advisor and the applicable Special Servicer).


 


(f)          Notwithstanding
the foregoing, the Operating Advisor shall have no specific involvement with respect to collateral substitutions, assignments,
workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar actions
that the applicable Special Servicer may perform under this Agreement.


 


(g)          The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then
included in the Control Eligible Certificates, other than the Controlling Class Representative), other than any party hereto,
to the extent expressly set forth herein, and the Operating Advisor shall not, without the prior written consent of the applicable
Special Servicer disclose any such Privileged Information to any other Person, except to the extent that (i) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties,
(ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (iii)


 






    -262- 


     

    

 


such Privileged Information was already known to such party and otherwise not subject to a confidentiality
obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the
disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered
to the Master Servicer, the Operating Advisor, the Certificate Administrator, the applicable Special Servicer the Directing Holder
and the Trustee. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with
its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions
applicable to the Operating Advisor.


 


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


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans
but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the
preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor; provided, that for so long as a
Consultation Termination Event is continuing, if the related Mortgagor fails to pay the Operating Advisor Consulting Fee, then
such fee will be paid out of general collections. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the applicable Special Servicer, as the case may be, shall use commercially
reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents.
The Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver


 






    -263- 


     

    

 


is in accordance with the Servicing
Standard, but in no event shall the Master Servicer or such Special Servicer take any enforcement action with respect to the collection
of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or such
Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or
reduction. Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation rights with respect
to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any AB Mortgage Loan, prior to the occurrence
and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further, that
the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)          Upon
(i) the written direction of Holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights of the
Non-Reduced Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating
Advisor provided that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders
and the Operating Advisor of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail. Upon the written direction of holders of more than 50% of the Voting
Rights of the Non-Reduced Certificates that exercise their right to vote (provided that holders of at least 50% of the Voting
Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate all of the rights and obligations
of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination
and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Operating
Advisor, and the proposed successor operating advisor will be appointed.


 


(k)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the
Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the applicable Special
Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Controlling Class
Representative (for any Mortgage Loan other than an Excluded Loan and only if no Consultation Termination Event has occurred)
and the Certificateholders.


 


(l)          The
holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate


 






    -264- 


     

    

 


administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


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


 


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Controlling Class Representative, if applicable, and (b) upon the appointment of, and the acceptance of
such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


In
addition, the Operating Advisor has the right to resign without cost or expense on or after any date on which the aggregate Stated
Principal Balance of the Mortgage Loans remaining in the issuing entity is less than 1.0% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date. The Operating Advisor will provide all of the parties to this Agreement and the
Directing Holder 30 days prior written notice of any such resignation. If the Operating Advisor resigns pursuant to the foregoing,
then no replacement operating advisor will be appointed. The resigning Operating Advisor will be entitled to any rights and subject
to any obligations that accrued under this Agreement prior to the date of any such resignation (including accrued and unpaid compensation)
and any indemnification rights arising out of events occurring prior to its resignation.


 


(o)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination fee (other
than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.26(o), no successor Operating Advisor shall be appointed. Upon receipt of written notice
of such acts by a


 






    -265- 


     

    

 


Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon
its termination pursuant to this Section 3.26(o).


 


(p)          In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


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


 


(r)          The
Operating Advisor shall not make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating Advisor or
(ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies and
procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


Section 3.27          Companion
Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be the
Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.


 


(b)          No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 






    -266- 


     

    

 


(c)          In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28          Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the
Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In
the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying
Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and
redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section 3.29          Certain
Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable Non-Serviced
Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in
accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the applicable Special
Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)          If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)          In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of


 






    -267- 


     

    

 


the Master
Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan
and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Co-Lender Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required.
The applicable Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the
related Co-Lender Agreement.


 


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


 


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


 


Section 3.30          Delivery
of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer, a
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the
Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other
electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.30(a)
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information
appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.30(a) shall be
posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided
under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of
Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the applicable
Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information
in accordance with this Section 3.30(a) until such party has received written notice with respect to the related
Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this


 






    -268- 


     

    

 


Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting or
reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the
Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder that is not a
Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in
accordance with Section 3.13(a).


 


(b)          Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Holder or Controlling Class
Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to reasonably request and obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 


Article  IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01          Distributions.
(a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any succeeding priority:


 


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


 


(ii)          second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
and the Class A-AB Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-AB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-AB Certificates has been reduced to the Class A-AB Scheduled Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after


 






    -269- 


     

    

 


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


 


(iii)          third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-AB Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Classes pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class),
plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss
was allocated to such Class;


 


(iv)          fourth,
to the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount with respect
to the Class A-S Regular Interest for such Distribution Date;


 


(v)          fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the Class A-4 Certificates
and Class A-AB Certificates have been reduced to zero, to the Class A-S Regular Interest in reduction of their Certificate Balance,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates have been made on such Distribution Date) until
the Certificate Balance of the Class A-S Regular Interest is reduced to zero;


 






    -270- 


     

    

 


(vi)         sixth,
to the Class A-S Regular Interest up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to the Class A-S Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(vii)        seventh,
to the Class B Regular Interest in respect of interest, up to an amount equal to the Interest Distribution Amount with respect
to the Class B Regular Interest for such Distribution Date;


 


(viii)       eighth,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificate) and the Class A-S Regular
Interest have been reduced to zero, to the Class B Regular Interest, in reduction of their Certificate Balance, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates (other than the Class A-S Certificate) and the Class A-S Regular Interest have been made on such Distribution Date)
until the Certificate Balance of the Class B Regular Interest is reduced to zero;


 


(ix)          ninth,
to the Class B Regular Interest up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
the Class B Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Realized Loss was allocated to such Class;


 


(x)           tenth,
to the Class C Regular Interest in respect of interest, up to an amount equal to the Interest Distribution Amount with respect
to the Class C Regular Interest for such Distribution Date;


 


(xi)          eleventh,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificate) and the Class A-S Regular
Interest and Class B Regular Interest have been reduced to zero, to the Class C Regular Interest in reduction of their Certificate
Balance, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates (other than the Class A-S Certificates) and the Class A-S Regular Interest and Class
B Regular Interest have been made on such Distribution Date) until the Certificate Balance of the Class C Regular Interest is
reduced to zero;


 


(xii)         twelfth,
to the Class C Regular Interest up to an amount equal to the unreimbursed Realized Losses previously allocated to the Class C
Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)        thirteenth,
to the Holders of the Class D Certificates and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates for such Distribution
Date;


 






    -271- 


     

    

 


(xiv)        fourteenth,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates) and the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest have been reduced to zero, to the Holders of the Class D Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates) and the
Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest have been made on such Distribution Date, until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)         fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


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


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates), the Class PEZ Regular
Interests and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates (other than the Class A-S Certificates), the Class PEZ Regular Interests
and Class D Certificates have been made on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates
has been reduced to zero;


 


(xviii)      eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


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


 


(xx)          twentieth,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates), the Class PEZ Regular
Interests, Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates), the Class
PEZ Regular Interests, Class D Certificates and Class E Certificates have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class F Certificates has been reduced to zero;


 






    -272- 


     

    

 


(xxi)        twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates), the Class PEZ Regular
Interests, Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the
Class G Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates),
the Class PEZ Regular Interests, Class D Certificates, Class E Certificates and Class F Certificates have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class; and


 


(xxv)       twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the applicable Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting
delay in the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          [Reserved].


 


(c)          On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
Holders of the respective Related Certificates or Class PEZ Regular Interest as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier


 






    -273- 


     

    

 


Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates or Class PEZ Regular Interest. On each Distribution Date,
each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest
Distribution Amount in respect of its Related Certificates or Class PEZ Regular Interest plus a pro rata portion of the
Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4,
Class LAAB and Class LAS Lower-Tier Regular Interests, the Class X-A Certificates, (ii) in the case of the Class LB
Uncertificated Interest, the Class X-B Certificates and (iii) in the case of the Class LD Uncertificated Interest, the
Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage
Rate over the Pass-Through Rate of the Related Certificates or Class PEZ Regular Interest and a notional amount equal to its related
Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn
from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
or Class PEZ Regular Interest with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original
Lower-Tier Principal Amount. The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum
set forth in the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds
for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          On
and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates (and, if any exchange for the
Class PEZ Certificates has occurred, the Class PEZ Certificates) have all been reduced to zero, any amounts representing reimbursements
of Realized Losses previously allocated to such Classes, if available, will be distributed to the Senior Certificates pro rata
based on their respective Certificate Balances.


 


(e)          (i) On
any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date shall
be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i) the group (the “YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates
and the Class A-S Regular Interest and (ii) the group (the “YM Group B” and collectively with
the YM Group A, the “YM Groups”) of the Class D and Class X-B Certificates, the Class B
Regular Interest (and correspondingly the Class B and Class PEZ Certificates, pro rata based on their respective
percentage interests in the Class B Regular Interest) and the Class C Regular Interest


 






    -274- 


     

    

 


based upon the aggregate amount
of principal distributed to the Classes of Principal Balance Certificates (exclusive of the Exchangeable Certificates) and/or
Class PEZ Regular Interest(s) in each YM Group on such Distribution Date; and (b) as among the respective Classes of
Principal Balance Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interest(s) in each YM
Group in the following manner: (1) the holders of each Class of Principal Balance Certificates (exclusive of the Exchangeable
Certificates) and each Class PEZ Regular Interest in such YM Group will be entitled to receive on each Distribution Date
an amount of such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed
as principal to such Class of Principal Balance Certificates or Class PEZ Regular Interest on such Distribution Date,
and the denominator of which is the total amount of principal distributed to all of the Principal Balance Certificates (exclusive
of the Exchangeable Certificates) and Class PEZ Regular Interests in such YM Group on such Distribution Date, (y) the
Base Interest Fraction for the related Principal Prepayment and such Class of Certificates or Class PEZ Regular Interest
and (z) the portion of such Yield Maintenance Charge allocated to such YM Group, and (2) the portion of such Yield Maintenance
Charge allocated to such YM Group remaining after such distributions will be distributed to the Class of Class X Certificates
in such YM Group.   If there is more than one Class of Principal Balance Certificates (exclusive of the Exchangeable
Certificates) and/or Class PEZ Regular Interest (and, therefore, the applicable Classes of Exchangeable Certificates) in
either YM Group entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance Charges
are distributable to such Class(es) of Certificates and/or Class PEZ Regular Interest(s), the aggregate amount of such Yield
Maintenance Charges will be allocated among all such Classes of Principal Balance Certificates (exclusive of the Exchangeable
Certificates) and/or Class PEZ Regular Interests (and, therefore, the applicable Classes of Exchangeable Certificates) up
to, and on a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance
with the first sentence of this paragraph.


 


(ii)          On
each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further
allocated between and distributed on the Class A-S Certificates and the Class PEZ Component A-S (and correspondingly on the Class
PEZ Certificates), pro rata in proportion to the Class A-S Percentage Interest and Class A-S-PEZ Percentage Interest, respectively.
On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest shall be further
allocated between and distributed on the Class B Certificates and the Class PEZ Component B (and correspondingly on the Class
PEZ Certificates), pro rata in proportion to the Class B Percentage Interest and Class B-PEZ Percentage Interest, respectively.
On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class C Regular Interest shall be further
allocated between and distributed on the Class C Certificates and the Class PEZ Component C (and correspondingly on the Class
PEZ Certificates), pro rata in proportion to the Class C Percentage Interest and Class C-PEZ Percentage Interest, respectively.
After the Distribution Date on which the Notional Amounts of the Class X-A and Class X-B Certificates and the Certificate Balances
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests have
been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage Loans will be distributed pro rata
to the Holders of the Class X-B Certificates.


 






    -275- 


     

    

 


(iii)          All
distributions of Yield Maintenance Charges made in respect of the respective Classes of Regular Certificates (other than the Class
X-B Certificates) (including any portion passed through to the related component of Class PEZ Certificates) on each Distribution
Date pursuant to Section 4.01(e)(i) shall first be deemed to be distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Lower-Tier Regular Interests (other than the Class X-B Certificates), pro rata based
upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date
pursuant to Section 4.01(c) above.


 


(f)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates and Class PEZ Regular Interests (in order of distribution priority) (first deeming such amounts to be distributed
with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed
allocated to them and unreimbursed after application of the Available Funds for such Distribution Date. Amounts paid from the
Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions.
Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be held and applied to offset future
Realized Losses with respect to the Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ
Regular Interests (and therefore to the Exchangeable Certificates) and related Realized Losses in each case allocable to the Regular
Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to
the Class R Certificateholders from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal


 






    -276- 


     

    

 


procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)           the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)          no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds
not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to
the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)           Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates or Class PEZ Regular Interests shall be made
in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders
of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant


 






    -277- 


     

    

 


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


 


(j)          [Reserved].


 


(k)          On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of priority:


 


(i)           to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Serviced Whole Loan Custodial Account not required
to be deposited therein;


 


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


 


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


 


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


 


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


 






    -278- 


     

    

 


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


 


(l)           Amounts
distributed on the Class PEZ Regular Interests pursuant to Section 4.01(a) shall be further distributed from the Class
PEZ Distribution Account to the Holders of the Exchangeable Certificates as set forth below:


 


(i)           On
each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the following amounts
and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class A-S Certificates in respect of interest, in an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component A-S, in an amount equal to the
Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv);


 


(B)          second,
concurrently, to the Holders of the Class A-S Certificates in respect of principal, in an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component A-S, in an amount equal to the
Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v);
and


 


(C)          third,
concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, in an amount equal to the
Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest
under Section 4.01(a)(vi), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses
on Class PEZ Component A-S, in an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of
unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(a)(vi).


 


(ii)          On
each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by


 






    -279- 


     

    

 


the Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class B Certificates in respect of interest, in an amount equal to the Class B Percentage
Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component B, in an amount equal to the Class
B-PEZ Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii);


 


(B)          second,
concurrently, to the Holders of the Class B Certificates in respect of principal, in an amount equal to the Class B Percentage
Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component B, in an amount equal to the Class
B-PEZ Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(a)(viii);
and


 


(C)          third,
concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, in an amount equal to the
Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest
under Section 4.01(a)(ix), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses
on Class PEZ Component B, in an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on the Class B Regular Interest under Section 4.01(a)(ix).


 


(iii)          On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following amounts
and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class C Certificates in respect of interest, in an amount equal to the Class C Percentage
Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component C, in an amount equal to the Class
C-PEZ Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x);


 


(B)          second,
concurrently, to the Holders of the Class C Certificates in respect of principal, in an amount equal to the Class C Percentage
Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component C, in an amount equal to the Class
C-PEZ


 






    -280- 


     

    

 


Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi);
and


 


(C)          third,
concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, in an amount equal to the
Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest
under Section 4.01(a)(xii), and to the Holders of the Class PEZ Certificates in respect of unreimbursed Realized Losses
on Class PEZ Component C, in an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of unreimbursed
Realized Losses on the Class C Regular Interest under Section 4.01(a)(xii).


 


(iv)          The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections of this
Section 4.01(l) shall be so distributed in a single, aggregate distribution.


 


(m)          The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in respect
of amounts allocated to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed in a single,
aggregate distribution to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class PEZ Certificates
shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls (including
those resulting from Appraisal Reduction Events) that are allocated to the Class PEZ Components pursuant to the terms of this
Agreement.


 


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


 


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


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
Property Royalty License Fees paid to CREFC®, in each case, with respect to


 






    -281- 


     

    

 


the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and such Special Servicer;


 


(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(vi)         the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced
or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy
court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)          the
Available Funds for such Distribution Date;


 


(x)           the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield
Maintenance Charges and (B) prepayment premiums;


 


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


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)        the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates (other than


 






    -282- 


     

    

 


the Exchangeable Certificates) and the Class PEZ Regular Interests (and therefore to the Exchangeable
Certificates) to date;


 


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


 


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


 


(xvii)       the
current Controlling Class;


 


(xviii)      the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C)
the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Exchangeable Certificates) and
the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) in connection with such Liquidation Event;


 






    -283- 


     

    

 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Exchangeable Certificates) and the
Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) in respect of the related REO Loan in connection
with that determination;


 


(xxvii)     the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    [Reserved];


 


(xxix)       the
then-current credit support levels for each Class of Certificates;


 


(xxx)        the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
Mortgage Loan Seller; and


 


(xxxiii)     an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its affiliates
with respect to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master
Servicer.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii)
and (xxiv) above, (i) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate and (ii) the Class PEZ Certificates shall receive such information with
respect to such clauses allocable to the Class A-S, Class B and Class C Certificates exchanged therefor.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person
who at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i)
and


 






    -284- 


     

    

 


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


 


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


 


(b)          [Reserved].


 


(c)          Each
of the Master Servicer and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements
to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or applicable Special Servicer’s Internet website, the Master Servicer or such Special Servicer, as applicable,
shall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or applicable Special
Servicer, as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither
the Master Servicer nor the applicable Special Servicer shall be responsible for any information delivered, produced, or made
available pursuant to Sections 3.13 and 4.02(c), other than information produced by the Master Servicer or
such Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein
with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any
report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions
required to be made by such report.


 






    -285- 


     

    

 


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


 


Notwithstanding
the foregoing, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or such Special Servicer so fails because such
disclosure, in the reasonable belief of the Master Servicer or such Special Servicer, as the case may be, would violate any
applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the
Mortgage Loans or the Mortgaged Properties. The Master Servicer or the applicable Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on
the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master


 






    -286- 


     

    

 


Servicer’s
or the applicable Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class
Holder) and if such information is in the Master Servicer’s or such Special Servicer’s possession, the Master
Servicer or such Special Servicer, as applicable, shall provide or make available (or forward electronically) to such
Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded
Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting Excluded
Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is
not a Borrower Party; provided that, in connection therewith, the Master Servicer or the applicable Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Holder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon
which the Master Servicer or such Special Servicer may conclusively rely. In addition, the Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Holder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such
Directing Holder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a
particular Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer
Loan(s).


 


Section 4.03          P&I
Advances. (a)  On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into the
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to
the Mortgage Loans to be made in respect of the related Distribution Date or (ii) apply amounts held in the Collection
Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make
P&I Advances with respect to the Mortgage Loans, or (iii) make P&I Advances in the form of any combination of clauses
(i) and (ii), aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection
Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be
appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the
Collection Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were
made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior
to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time,
on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City
time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder,
the


 






    -287- 


     

    

 


Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the
related Master Servicer Remittance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans shall not be remitted to the
Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the
Collection Account for payment to CREFC® on such Distribution Date.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master
Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net
of related Servicing Fees) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage
Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and delinquent as of the close of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced
by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of
its Balloon Payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related
to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled
Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion
of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received
in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to
be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced Companion Loan. If the
Master Servicer or the applicable Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master
Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as
the case may be, that either has determined in accordance with the applicable Non-Serviced Pooling Agreement with respect to a
Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement that is similar to
a P&I Advance would be, or any outstanding advance under such


 






    -288- 


     

    

 


Non-Serviced Pooling Agreement that is similar to a P&I
Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination, determine that
any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the Master Servicer shall not be required to make any additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be,
determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer or the Trustee,
as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or
outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless
related thereto), except to the extent permitted pursuant to the terms of the related Co-Lender Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect
to a Mortgage Loan unless the related Periodic Payment is received after the related Due Date has passed and any applicable Grace
Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the
related Master Servicer Remittance Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for
any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after
funds available for such purpose are deposited in the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default
Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any Companion Loan
and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of a Non-Serviced
Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced Pooling Agreement and the
Master Servicer has notice of such Appraisal Reduction Amount), the interest portion of the P&I Advance in respect of such
Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction
in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion
of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and
(y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan,
the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately
preceding


 






    -289- 


     

    

 


sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment
for the related Distribution Date.


 


(f)          In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04          Allocation
of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made on
such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which
(i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans
(excluding any portion allocable to any related Companion Loan if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the Principal Balance
Certificates (other than the Class A-S, Class B and Class C Certificates) and Class PEZ Regular Interests after giving effect
to distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any
allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by
the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates or Class PEZ Regular Interests
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the
Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any
purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates or Class PEZ
Regular Interests in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests (and therefore to the
Exchangeable Certificates), to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from
principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of
the Class or Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular
Interests (and therefore to the Exchangeable Certificates) that previously were allocated Realized Losses, in sequential
order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates or Class PEZ Regular Interests.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Exchangeable Certificates)
and the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates and Class PEZ Regular Interests with
respect to such Distribution Date. Any such write off shall be allocated first, to the Class G Certificates, second,
to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth,
to the Class C Regular Interest (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based
on


 






    -290- 


     

    

 


their respective percentage interests in the Class C Regular Interest), sixth, to the Class B Regular Interest (and
correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage
interests in the Class B Regular Interest); seventh, to the Class A-S Regular Interest (and correspondingly, to the Class
A-S Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S
Regular Interest) and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-AB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than the Exchangeable
Certificates) and the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) pursuant to Section 4.04(a)
or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05          Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of
the related Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to
each Class of Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is
reduced to zero (i.e., first, to Class G Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Regular Interest
(and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective
percentage interests in the Class C Regular Interest), sixth, to the Class B Regular Interest (and correspondingly, to
the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in
the Class B Regular Interest), seventh, to the Class A-S Regular Interest (and correspondingly, to the Class A-S
Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S
Regular Interest), and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).
Following receipt from the applicable Special Servicer, the Master Servicer shall notify the Certificate Administrator of the
amount of any Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through
delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal
Reduction Amount Template included in the CREFC® Investor Reporting Package). Based on information in its possession, the
Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The
Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m).
With respect to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised
value of the related Mortgaged Property will be determined on an “as-is” basis.


 


As
of the first Determination Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan,
the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan,


 






    -291- 


     

    

 


taking into account the most recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by the applicable Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable
Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required
by the applicable Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following receipt by the applicable Special Servicer of the appraisal and any
other information set forth in the immediately preceding clause (i) that the applicable Special Servicer reasonably expects to
receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the
most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other
information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other
party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the
applicable Special Servicer thereof. The Master Servicer shall provide (via electronic delivery) the applicable Special Servicer
with information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral
Deficiency Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable
efforts to deliver such information within 4 Business Days of the applicable Special Servicer’s reasonable request. Upon
reasonable prior written request, the Master Servicer will be required to use reasonable efforts to assist the applicable Special
Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect
to an Non-Serviced Mortgage Loan in the event that the special servicer is unsuccessful in obtaining such information from the
related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. None of the Master Servicer, Special
Servicers, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Non-Reduced Certificates, the Controlling Class and the occurrence of a Control Termination Event,
Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated to each class of Principal Balance Certificates
(other than the Exchangeable Certificates) and each Class PEZ Regular Interest (and, therefore, to each related class of Exchangeable
Certificates) in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance
of each such class is reduced to zero (i.e., first, to the Class G Certificates, then, to the Class F Certificates,
then, to the Class E Certificates, then, to the Class D Certificates, then, Class C Regular Interest (and correspondingly,
the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests
therein; then, to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ
Component B, pro rata based on their respective percentage interests therein); then, to the Class A-S Regular
Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on
their respective percentage interests therein); and finally, pro rata based on their respective interest entitlements,
to the Senior Certificates). In addition, for purposes of determining the Controlling Class and the occurrence of a Control Termination
Event, Collateral Deficiency Amounts allocated to a related AB Modified Loan will be allocated to each class of Control


 






    -292- 


     

    

 


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


 


With
respect to (i) any Appraisal Reduction Amount calculated for purposes of determining the Non-Reduced Certificates and (ii) any
Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class and the
occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property will be determined on an “as-is”
basis. The applicable Special Servicer will be required to promptly notify the Master Servicer and the Certificate Administrator
of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction
Amount, and the Certificate Administrator will be required to promptly post notice of such Appraisal Reduction Amount, Collateral
Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount, as applicable, to the certificate administrator’s
website.


 


(b)          (i)  The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require
the applicable Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which
an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The applicable Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal
is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such
Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be
the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the applicable Special
Servicer to obtain an additional Appraisal).


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount or the Collateral Deficiency Amount is warranted, and if so warranted, the applicable Special
Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable based on such supplemental
appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other
Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable. The Holders of an Appraised-Out
Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction,
control, consent and/or similar rights of the Controlling Class until such time, if


 






    -293- 


     

    

 


any, as the Class is reinstated as the Controlling
Class (such period beginning upon receipt by the applicable Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) such Special Servicer determines that no
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) such Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most
senior Control Eligible Certificates, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for
such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced
Whole Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the end each 9-month period following
the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property
has materially changed, notify the Master Servicer of the occurrence of such 9-month period or determination and order an
Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Property
Protection Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal
valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt
of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Holder. Based upon such
Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt
of information reasonably requested by the applicable Special Servicer from the Master Servicer necessary to calculate the
Appraisal Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master
Servicer, such Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Holder, the amount and calculation or
recalculation of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as
applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Amount Template format; provided, however,
that the applicable Special Servicer shall not be liable for failure to comply with such duties insofar as such failure
results from a failure of the Master Servicer to provide sufficient information to such Special Servicer to comply with such
duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be
forwarded by the Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer
of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related
Serviced Companion Loan by the Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially Serviced
Mortgage Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount, such
redetermined


 






    -294- 


     

    

 


Appraisal Reduction Amount shall replace
the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the applicable Special
Servicer shall consult with the Directing Holder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the applicable Special
Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage
Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the
applicable Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the nine-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan;
provided that the applicable Special Servicer is not aware of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is
reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts
to deliver such information, within four (4) Business Days following the applicable Special Servicer’s reasonable request
therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the applicable Special
Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the applicable
Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable
efforts to provide such information to the applicable Special Servicer within four (4) Business Days following the applicable
Special Servicer’s reasonable request.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable,
previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.


 


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified
in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is
notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB


 






    -295- 


     

    

 


Mortgage Loan and
any related Pari Passu Companion Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be
allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based
upon their respective Stated Principal Balances.


 


Section 4.06          Grantor
Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, shall
constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator
shall have the power to vary the investment of the Holders of the Exchangeable Certificates in the Grantor Trust so as to
improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for
execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be
filed, Internal Revenue Service Form 1099, Form 1041 or such other form as may be applicable with the Internal
Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the
Holders of Exchangeable Certificates, their allocable share of income and expense with respect to the Exchangeable
Certificates and the Class PEZ Distribution Account, in the time or times and in the manner required by the Code.


 


(b)          The
Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to
the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph
is incorrect.


 


(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the
Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each Holder of Exchangeable Certificates, by acceptance of its


 






    -296- 


     

    

 


interest in such class of securities, will be deemed to have agreed
to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of
proceeds and date of sale. Absent receipt of information regarding any sale of Exchangeable Certificates, including the price,
amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume
there is no secondary market trading of WHFIT interests.


 


Section 4.07          Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to
(A) the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the
applicable Special Servicer, as the case may be, relating to the reports being made available pursuant to Section 3.13(b),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating
Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the
applicable Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and
collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously
submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the applicable
Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating
to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as
applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master
Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of the Master Servicer, such Special Servicer or the Operating Advisor, as
applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to
a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the
related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the
Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the applicable Special Servicer or the Operating Advisor
determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the
Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not


 






    -297- 


     

    

 


be required to answer such Inquiry and, in the case of the Master Servicer, the applicable Special Servicer or
the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall
post or otherwise disclose any direct communications with the Directing Holder as part of its response to any Inquiries. The
Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be
answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall
include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, a
Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and
Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs
or expenses to the Trustee, the Master Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master
Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the
Underwriters, Depositor, the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A
Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto
that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the
Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to
respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this
Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate


 






    -298- 


     

    

 


Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the applicable Special Servicer, as the case may be, relating to
the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the applicable
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case
of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided
below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law,
the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product,
or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, the Master Servicer or such Special Servicer, as applicable, and (B) the
Certificate Administrator, the Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing
Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of
such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or the
applicable Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall
promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and
Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be


 






    -299- 


     

    

 


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


 


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


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 






    -300- 


     

    



 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs
and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or
otherwise removed from the Trust or the applicable Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the
Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure
Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01          The
Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-17, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not
less than $1,000,000 and in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates (other than the
Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized initial
Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-D and the Class R Certificates) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of
$1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial
Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate
Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that
does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 






    -301- 


     

    

 


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


 


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


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a
beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S
Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by
the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding


 






    -302- 


     

    

 


paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall
be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered
in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be
in the form of Definitive Certificates.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon
surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive
Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class
of Book-Entry Certificates, beneficial ownership interests in such Class of


 






    -303- 


     

    

 


Certificates will be maintained and transferred on
the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein,
all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03          Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept at
the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of
each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange
and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicers any
notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary
Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount
equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to
be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Book-Entry Certificates and pursuant


 






    -304- 


     

    

 


to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent
member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


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


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest


 






    -305- 


     

    

 


in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be
exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with
such increase, (2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of
an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
(i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial
interest and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably
believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer
or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto
from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation
Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the
Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to
the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a
certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry


 






    -306- 


     

    

 


Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by
Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the
Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled
to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate
authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry
Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to
take delivery thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and
procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book
Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable
Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such
increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry
Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the
event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the
Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the
aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or
cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such
instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion
of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email
to


 






    -307- 


     

    

 


cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a
transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)         
 Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such
Certificates may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the
Certificate Registrar.


 


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


 


(k)          If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)        
 All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by
the Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form
of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local
law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan


 






    -308- 


     

    

 


assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its
general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a
non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A)
or (B) above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an
Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the
effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in
a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicers, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation or
liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in
addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale,
transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator
have received either the representation letter described in clause (i) above or the Opinion of Counsel described
in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not
be borne by any of the Depositor, the Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted
Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result
in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the
provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent
permitted under applicable law.


 


(n)          No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or
any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan
assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate
shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2,
stating that the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted
or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights
in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 






    -309- 


     

    

 


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by
the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to
be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class
R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements therein
are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall


 






    -310- 


     

    

 


not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(o)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section 5.04          Mutilated,
Destroyed, Lost or Stolen Certificates.  If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it
to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may
require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 






    -311- 


     

    

 


Section 5.05          Persons
Deemed Owners. The Master Servicer, the Special Servicers, the Certificate
Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement
and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicers, the Certificate Administrator,
the Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided,
however, that to the extent that a party to this Agreement responsible for distributing any report, statement or other
information required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06          Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of
the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing
from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or
under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then
the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current
list of the Certificateholders related to the Class of Certificates held by such Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the
disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which
information was derived. The Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to
time upon request therefor.


 


(b)          (i)  The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate


 






    -312- 


     

    

 


Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 


Section 5.07          Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for
such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08          Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association, is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is
terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set
forth in Section 8.06.


 


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys;


 






    -313- 


     

    

 


provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       
   The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master
Servicer, the applicable Special Servicer or the Depositor.


 


Section 5.09          Exchangeable
Certificates.(a)  Groups of Class A-S, Class B and Class C Certificates may be exchanged for Class PEZ
certificates and vice versa, in whole or in part in accordance with the terms of this Section 5.09 and the other
applicable provisions of Article V hereof.


 


An
Exchangeable Proportion will be exchangeable on the books of DTC for Class PEZ certificates that represent the same Tranche Percentage
Interest in each Class PEZ Components as the certificates to be surrendered, and any Class PEZ Certificates will be exchangeable
on the books of DTC for Class A-S, Class B and Class C Certificates that evidence the same Tranche Percentage Interest in each
Class PEZ Components as the Class PEZ certificates to be surrendered. There is no limit on the number of exchanges authorized
under this Section 5.09; provided, exchanges will no longer be permitted following the date when the then-current
principal balance of the Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S
Regular Interest, the Class A-S Certificates and the applicable component of the Class PEZ certificates) is reduced to zero as
a result of the payment in full of all interest and principal on that Class PEZ Components. In all cases, however, an exchange
may not occur if the face amount of the certificates to be received in the exchange would not represent an authorized denomination
for the relevant class as described under Section 5.01. In addition, the Depositor will have the right to make
or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


The
various amounts distributable on the Class PEZ Certificates on each Distribution Date in respect of Interest Accrual Amounts,
Interest Distribution Amounts, Principal Distribution Amounts, reimbursements of Realized Losses and yield maintenance charges
allocated to any of the respective Tranche Percentage Interests in the Class PEZ Components represented by the Class PEZ Certificates
will be so distributed in a single, aggregate distribution to the holders of the Class PEZ Certificates on such Distribution Date.
Any Realized Losses or other shortfalls, including as a result of Appraisal Reduction Events, allocated to the Tranche Percentage
Interests in the Class PEZ Components represented by the Class PEZ Certificates will be borne by such Class PEZ Certificates and
any recoveries of such amounts shall be paid to such Class PEZ Certificates.


 


(b)          Class
A-S, Class B and Class C Certificates shall be exchangeable on the books of the Depository for Class PEZ Certificates, and Class
PEZ Certificates shall be exchangeable on the books of the Depository for Class A-S, Class B and Class C Certificates, after the
Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an
exchange of the Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com
no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”).
The Exchange Date can be any


 






    -314- 


     

    

 


Business Day other than the first or last Business Day of the month, subject to the satisfaction
of the Certificate Administrator.


 


(c)          With
respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates to be exchanged and converted and the Exchangeable Certificate to be received, (ii) the
outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates to be exchanged and converted,
(iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date.
The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and
conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date.


 


(d)          In
connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be
received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. For the avoidance
of doubt, no fee or service charge shall be required with respect to any exchange of Exchangeable Certificates other than such
administrative fees charged by the Depository. The first distribution on an Exchangeable Certificate shall be made in the month
following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates
to accomplish any exchange.


 


Section 5.10          Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall
administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by
mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance


 






    -315- 


     

    

 


greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, the 

Operating Advisor, THE ASSET
REPRESENTATIONS REVIEWER AND THE DIRECTING HOLDER


 


Section 6.01          Representations,
Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations
Reviewer. (a)  The


 






    -316- 


     

    

 


Master Servicer hereby represents, warrants and covenants to the Trustee, for its own
benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date,
that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding
in equity or at law;


 


(v)         The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)        No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable


 






    -317- 


     

    

 


judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been
obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B)
where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a
material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)         Each
of the Special Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Special Servicer is a (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware and (B) in the case of the Veritas Multifamily Pool 2 Special
Servicer, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware
and in each case, the applicable Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the applicable Special Servicer and the performance and compliance with the terms
of this Agreement by the applicable Special Servicer do not (A) violate the applicable special servicer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the applicable Special
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the applicable Special Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)        The
applicable Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this


 






    -318- 


     

    

 


Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the applicable Special Servicer enforceable against the applicable Special Servicer in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         The
applicable Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the applicable
special servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of
the applicable Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)        No
litigation is pending or, to the best of the applicable special servicer’s knowledge, threatened against the applicable
Special Servicer which would prohibit the applicable Special Servicer from entering into this Agreement or, in the applicable
special servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the applicable
Special Servicer to perform its obligations under this Agreement;


 


(vii)       The
applicable Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the applicable Special Servicer of, or compliance by the applicable Special Servicer
with, this Agreement or the consummation of the transactions of the applicable Special Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the applicable Special Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the applicable Special Servicer to perform its obligations hereunder.


 


(c)         The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, each Special Servicer and
the Asset Representations Reviewer, as of the Closing Date, that:


 






    -319- 


     

    

 


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)         The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)        The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)       No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good


 






    -320- 


     

    

 


faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder.


 


(d)         The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of


 






    -321- 


     

    

 


creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)        No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)       The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)         The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder or any Companion Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give prompt written
notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Holder.


 






    -322- 


     

    

 


Section 6.02          Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations
Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon
and undertaken by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the
Operating Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03          Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or the Asset
Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer
and the Special Servicers each will keep in full effect its existence, rights and franchises as an entity under the laws of
the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its
respective duties under this Agreement.


 


(b)          The
Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, such Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the applicable Special Servicer in each of the foregoing
cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper
(other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor,
the Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating
Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class
of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, a Special
Servicer or the Operating Advisor enters into a merger and the Master Servicer, such Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, such Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of


 






    -323- 


     

    

 


Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, such Special Servicer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other
Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such
successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master
Servicer, a Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if
such Person is a Prohibited Party, except to the extent (i) the Master Servicer, such Special Servicer or Operating Advisor, as
applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance with
its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which
consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to
the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or such Special Servicer, as applicable, in writing of the
Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold
such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second
preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second
preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage
Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


(i)          The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has


 






    -324- 


     

    

 


received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04          Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any
liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), either Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against
any breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member,
manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), a
Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset
Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee
or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal or administrative action (whether in equity or at law) or claim relating to
this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense:
(i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any
breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or
negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities
law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the
Certificate Administrator (including in its capacity as Custodian) shall be liable for special, punitive, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or
other document (in electronic


 






    -325- 


     

    

 


or paper format) as contemplated by and in accordance with this Agreement and reasonably
believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the
applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been
signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written
advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel.


 


(b)         None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Co-Lender
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent), the Special Servicers,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)         Each
of the Master Servicer and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the applicable Special Servicer), the applicable Special
Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager,
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or such Special Servicer,
as


 






    -326- 


     

    

 


the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Master Servicer or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein by the Master Servicer or such Special Servicer, as applicable. The Trustee,
the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be,
shall immediately notify the Master Servicer or the applicable Special Servicer as applicable, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer
or the applicable Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory
to the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the applicable special servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator
shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master Servicer (including
in its capacity as Companion Paying Agent), such Special Servicer, the Asset Representations Reviewer or the Operating Advisor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer,
the Trustee, the Certificate


 






    -327- 


     

    

 


Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent) or such Special Servicer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such
claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), such
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining


 






    -328- 


     

    

 


from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset
Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Co-Lender Agreement) of any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with
respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with
the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced Pooling Agreement (as and to
the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in
the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced Pooling Agreement).


 






    -329- 


     

    



 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), either Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor.


 


Section 6.05          Depositor,
Master Servicer and Special Servicers Not to Resign. Subject to the provisions of Section 6.03, neither the
Master Servicer nor the Special Servicers shall resign from their respective obligations and duties hereby imposed on each of
them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or such Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence of a Consultation Termination Event) the Controlling Class Representative. No such
resignation by the Master Servicer or the applicable Special Servicer shall become effective until the Trustee or a successor
master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or such Special
Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such
resignation by the Master Servicer or such Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or
resignation of the Master Servicer or such Special Servicer, pursuant to this Section 6.05, the Master Servicer
or such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or
special servicer with respect to this Section 6.05; provided that, such successor master servicer or
special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is
approved by the Directing Holder, such approval not to be unreasonably withheld. The resigning party shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall
the Master Servicer or such Special Servicer have the right to appoint any successor master servicer or special servicer if
such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06          Rights
of the Depositor in Respect of the Master Servicer and the Special Servicers. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and either Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and either Special Servicer
hereunder or exercise the rights of the Master Servicer or either Special


 






    -330- 


     

    

 


Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicers shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or either Special Servicer and is not obligated to supervise the
performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicers under this Agreement or
otherwise.


 


Section 6.07          The
Master Servicer and the Special Servicers as Certificate Owner. The Master Servicer, either Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same
rights it would have if it were not the Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08          The
Directing Holder. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing
Holder shall be entitled to advise (1) the applicable Special Servicer with respect to all Specially Serviced Mortgage
Loans other than any Excluded Loan and (2) the applicable Special Servicer with respect to Non-Specially Serviced
Mortgage Loans other than any Excluded Loan, as to all matters for which the Master Servicer must obtain the consent or
deemed consent of such Special Servicer, and notwithstanding anything herein to the contrary, except as set forth in, and in
any event subject to the second and third paragraphs of this Section 6.08, (i) the Master Servicer, shall
not be permitted to take any of the following actions irrespective of whether any such Major Decision constitutes a
“Major Decision” under, and as defined in, the related Co-Lender Agreement (each a “Major
Decision”) unless it has obtained the consent of the applicable Special Servicer (except as otherwise provided for
in the first proviso following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event
has occurred and is continuing, such Special Servicer shall not be permitted to take any of the following actions (and with
respect to the first proviso following the Major Decisions listed below shall not be permitted to consent to the Master
Servicer’s taking any of the following actions) as to which the Directing Holder has objected in writing within ten
(10) Business Days (or thirty (30) days with respect to clause (A)(x) below) after receipt of the applicable
Special Servicer’s written recommendation and analysis (provided that if such written objection has not been
received by such Special Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing
Holder will be deemed to have approved such action):


 


(A)
With respect to any Mortgage Loan (other than the Veritas Multifamily Pool 2 Mortgage Loan for so long as no AB Control Appraisal
Period is continuing, any Non-Serviced Mortgage Loan and any Excluded Loan) and any Serviced Companion Loan (other than the Veritas
Multifamily Pool 2 Pari Passu Companion Loans so long as no AB Control Appraisal Period is continuing and other than any Excluded
Loan):


 


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


 






    -331- 


     

    

 


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


 


(iii)         any
sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other than in
connection with the termination of the Trust) for less than the applicable Purchase Price (excluding the amount described in clause
(vi) of the definition of “Purchase Price”);


 


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


 


(v)          any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan or any
consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise required
pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion(for
the avoidance of doubt, any release of collateral with respect to the Mortgage Loan secured by the Panorama Corporate Center Whole
Loan, including the release, whether through partial defeasance or otherwise, of a Permitted Release Building as described in
the related loan agreement, constitutes a Major Decision);


 


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


 


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


 


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


 






    -332- 


     

    

 


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


 


(x)           the
determination of the applicable Special Servicer pursuant to clause (ii), clause (iii) or clause (x) of the definition
of “Servicing Transfer Event”;


 


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


 


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


 


(xiii)        any
determination of an Acceptable Insurance Default;


 


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


 


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


 


(B)   With
respect to the Veritas Multifamily Pool 2 Whole Loan, for so long as no Veritas Multifamily Pool 2 Control Appraisal
period is continuing, as described in the Veritas Multifamily Pool 2 Co-Lender Agreement under “Major Decisions”.


 


provided,
further, that, in the event that the applicable Special Servicer or Master Servicer (in the event the Master Servicer is
otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to
the foregoing matters, or any other matter requiring consent of the Controlling Class Representative prior to the occurrence and
continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Controlling Class
Representative or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with respect to
any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan) (as a
collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the applicable Special
Servicer or Master Servicer, as applicable may take any such action without waiting for the Controlling Class Representative’s
response (or without waiting to consult with the Directing Holder or the Operating Advisor, as the case may be), provided
that the applicable Special Servicer or Master Servicer, as applicable provides the Controlling Class


 






    -333- 


     

    

 


Representative (or the Operating
Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. Similarly, with respect to a Serviced AB Whole Loan, following the occurrence of an extraordinary event with respect
to any related Mortgaged Property, or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Master Servicer or the applicable Special Servicer, as applicable, may take actions with respect to such Mortgaged
Property before obtaining the consent of the Directing Holder if the Master Servicer or the applicable Special Servicer, as applicable,
reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would
materially and adversely affect the interest of the Certificateholders and the holders of any related Serviced Companion Loan,
as a collective whole (taking into account the subordinate nature of each Serviced Subordinate Companion Loan, and the Master
Servicer or the applicable Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder. The
applicable Special Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing
actions after the occurrence and during the continuance of a Control Termination Event; provided, however, that,
after the occurrence and during the continuance of a Control Termination Event but, with respect to the Controlling Class Representative
only, prior to the occurrence of a Consultation Termination Event, the applicable Special Servicer shall consult with the Controlling
Class Representative in connection with any Major Decision not relating to any Non-Serviced Mortgage Loan or Excluded Loan (and
any other actions which otherwise require consultation with the Controlling Class Representative prior to a Consultation Termination
Event hereunder) and consider alternative actions recommended by the Directing Holder, in respect thereof. In the event the applicable
Special Servicer receives no response from the Controlling Class Representative within 10 days following its written request for
input on any required consultation, the applicable Special Servicer shall not be obligated to consult with the Controlling Class
Representative on the specific matter; provided, however, that the failure of the Controlling Class Representative
to respond shall not relieve the applicable Special Servicer from consulting with the Controlling Class Representative on any
future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition, after the occurrence and
during the continuance of a Control Termination Event and with respect to any Serviced AB Mortgage Loan, the applicable Special
Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision (and any other
actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance of a Control
Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the applicable Special Servicer receives no response from
the Operating Advisor within ten (10) days following the later of (i) its written request for input on any required consultation
and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter
of such consultation, such Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter;
provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve
the applicable Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to
the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), such Special Servicer shall
consult with the Operating Advisor, on a non-binding


 






    -334- 


     

    

 


basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in this Section 6.08 for consulting with the Operating Advisor.


 


With
respect to any borrower request or other action on a Non-Specially Serviced Mortgage Loan that is not a Major Decision, the Master
Servicer shall not be required to obtain the consent of or consult with any Special Servicer, any Directing Holder or the Operating
Advisor.


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing Holder subject to any rights, if any, of the related Companion Holder to advise the applicable
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement, may
direct the applicable Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan,
as the Directing Holder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may
require or cause the Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related Co-Lender
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to
a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or
the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or either Special Servicer,
as applicable, hereunder or cause the Master Servicer or either Special Servicer, as applicable, to act, or fail to act, in a
manner which in the reasonable judgment of the Master Servicer or the applicable Special Servicer, as the case may be, is not
in the best interests of the Certificateholders.


 


In
the event a Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or
any advice from the Directing Holder, would cause such Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, such Special Servicer
or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Holder, the Trustee
and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of,
or refraining from taking, any action by the Master Servicer or such Special Servicer in accordance with the direction of or approval
of the Directing Holder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any
other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or such Special Servicer.


 


The
Directing Holder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the Directing Holder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful


 






    -335- 


     

    

 


misconduct,
bad faith or gross negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that the Directing Holder may take actions that favor the interests of one or more Classes
of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Holder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that
the Directing Holder may act solely in the interests of the Controlling Class Certificateholders, including the Holders of the
Controlling Class, that the Directing Holder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class, that the Directing Holder shall not be liable to any Certificateholder, by reason of its having
acted solely in the interests of the Controlling Class Certificateholders, and that the Directing Holder shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced Pooling Agreement including the Holders of the controlling class under
such Non-Serviced Pooling Agreement over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement,
that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted
solely in the interests of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, and that the
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for
having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Holder shall have no right to consent to or direct any action taken
or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event
but prior to the occurrence of a Consultation Termination Event, the Directing Holder shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the applicable Special Servicer
and any other applicable party shall consult with the Directing Holder (other than with respect to any Excluded Loan) in connection
with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence of a


 






    -336- 


     

    

 


Consultation
Termination Event (and at any time with respect to any Excluded Loan, the Directing Holder shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01          Servicer
Termination Events; Master Servicer and Special Servicers Termination. (a)  ”Servicer Termination
Event,” wherever used herein, means any one of the following events:


 


(i)          (A) any
failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or remit
to the Companion Paying Agent for deposit into the related Serviced Whole Loan Custodial Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for
deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)         any
failure by the applicable Special Servicer to deposit into the applicable REO Account, within one (1) Business Day after such
deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)        any
failure on the part of the Master Servicer or such Special Servicer duly to observe or perform in any material respect any of
its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or
(A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or such Special Servicer’s obligations, as applicable, contemplated by Article XI,
(B) ten (10) days in the case of the Master Servicer’s failure to make a Property Protection Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or such Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Voting Rights allocable to such class or, solely as it relates to the servicing
of a Serviced Pari Passu Whole Loan if affected by such failure, by the related Serviced Companion Noteholder; provided,
however, if such failure is capable of being cured and


 






    -337- 


     

    

 


the Master Servicer or such Special Servicer, as applicable, is
diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further, however,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)        any
breach on the part of the Master Servicer or such Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of
Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting
Rights allocable to such class or, as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by such
breach, by the related Serviced Companion Noteholder; provided, however, that if such breach is capable of
being cured and the Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional thirty (30) days; or


 


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


 


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


 


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


 


(viii)      either
of Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch


 






    -338- 


     

    

 


status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by Moody’s or KBRA (or, in the case of Serviced Companion
Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such event) and, in the case of either of clauses
(A) or (B), publicly citing servicing concerns with the Master Servicer or the applicable Special Servicer, as applicable, as
the sole or a material factor in such rating action; or


 


(ix)         the
Master Servicer or the applicable Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or the applicable Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting.


 


(b)         If
any Servicer Termination Event with respect to the Master Servicer or the applicable Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may,
and at the written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) the Controlling Class Representative (solely with respect to the applicable Special Servicer)
or the Holders of Certificates entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor
may direct the Trustee to terminate each of the Master Servicer or the applicable Special Servicer as applicable, upon five Business
Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing
to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans
and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power
of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or such Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and such Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or such Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or such Special Servicer’s, as the case may be,
responsibilities and rights (subject to Section 3.11 and


 






    -339- 


     

    

 


Section 6.04) hereunder, including, without limitation,
the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time
be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected
Party), by such Special Servicer to the applicable REO Account (if it is the Affected Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and such Special Servicer
each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect
to such Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of such Special Servicer or the Master Servicer)
or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


Notwithstanding
the foregoing, with respect to the Veritas Multifamily Pool 2 Whole Loan, if any Servicer Termination Event has occurred (A) with
respect to the Master Servicer that affects the holder of the Serviced Subordinate Companion Loan, and the Master Servicer is
not otherwise terminated under this Agreement, then the holder of the Serviced Subordinate Companion Loan or its designees (if
the holder of the Serviced Subordinate Companion Loan is the Veritas Multifamily Pool 2 Whole Loan Directing Holder) shall be
entitled to direct the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is
currently being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under
the related sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage
Loan, as contemplated in clause (A) above, will in any event be subject to written confirmation from each Rating Agency that such
appointment would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to
the securities issued in connection with any securitization;


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service
the Mortgage Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as
Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause
a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the
Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be
continuing that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not
otherwise terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other
Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer
with respect to the related Serviced Pari Passu Whole Loan. Any General Special Servicer appointed to replace the


 






    -340- 


     

    

 


General Special
Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder
of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer
in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the rating
agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)          Subject
to the rights of the holder of a related Serviced Subordinate Companion Loan pursuant to the related Co-Lender Agreement at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan,
the Directing Holder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to such Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of such Special Servicer, the Directing Holder (other than with respect to any Excluded Loan) shall appoint
a successor special servicer; provided, however, that (i) such successor will meet the requirements set forth
in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of
any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) no replacement of such Special Servicer shall be effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal
Balance Certificates requesting a vote to replace such Special Servicer with a new special servicer designated in such written
direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any
legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all


 






    -341- 


     

    

 


Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of such
notice. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum of Certificates
or holders of Principal Balance Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced
Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of such Special Servicer under
this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated
by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each
Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register to
receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove the applicable Special Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the
related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An
AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period,
to replace the applicable Special Servicer solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of such Special
Servicer under this Agreement from and after the date it becomes the applicable Special Servicer as they relate to any AB Whole
Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as a Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to any AB Whole Loan, and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Co-Lender Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling
Agreement remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special
Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the
direction of the Controlling Class Representative) will be entitled to direct the related Non-Serviced Trustee to terminate the
related Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement)
of a special servicer with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency
Confirmation from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or,
prior to a consultation termination event under the related Non-Serviced Pooling Agreement, by the related Non-Serviced Whole
Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace such Special
Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate


 






    -342- 


     

    

 


thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Controlling Class
Representative.


 


Following
the occurrence and continuation of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines that a Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy
to such Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or
supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons
supporting its recommendation (provided that the Operating Advisor will not be permitted to recommend the replacement of the Special
Servicer for any Whole Loan so long as the holder of the related Companion Loan is the Directing Holder under the related Co-Lender
Agreement) (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer,
which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice
to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the
affirmative vote (which requisite affirmative vote must be received within 180 days of the posting of the notice of the Operating
Advisor’s recommendation to replace the applicable Special Servicer to the Certificate Administrator’s Website) of
Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates)
of all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation from each Rating
Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate
all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination.
The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of such
Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the applicable Special Servicer with respect to an
AB Whole Loan so long as the related Serviced Companion Noteholder, is not subject to an AB Control Appraisal Period under the
related Co-Lender Agreement.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by


 






    -343- 


     

    

 


the Controlling Class Representative without cause shall be paid by the Holders of the
Controlling Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the
limitations set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s
determination under this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the
Certificateholders (regarding removal of a Special Servicer).


 


(e)          The
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special Servicer,
as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement,
unless such Excluded Special Servicer Loan is also an Excluded Loan. After the occurrence and during the continuance of a Control
Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special
Servicer shall use reasonable efforts to select the related Excluded Special Servicer. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of
any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer is a Qualified Replacement Special
Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and
any applicable Other Depositor or applicable Other Certificate Administrator,


 






    -344- 


     

    

 


the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the applicable Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related
Mortgaged Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special
Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
(3) such Special Servicer shall become the applicable Special Servicer again for such related Mortgage Loan or Serviced Whole
Loan and (4) such Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan
or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded
Special Servicer Loan; provided, however, that the related Excluded Special Servicer will not be required to resign
if the Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable
Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related
Excluded Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded
Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special
Servicer Loan (provided that the applicable Special Servicer shall remain entitled to all other special servicing
compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during
such time).


 


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case
may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded
Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the applicable Special Servicer,
as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02          Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the applicable Special Servicer as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a
notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has
been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such
party, until such successor to the Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or
by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as
Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for
herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter
placed on or for the benefit of the Master Servicer or the applicable Special Servicer, as applicable, by the terms and
provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not
be considered a default by such successor hereunder. The appointment of a successor master servicer shall not


 






    -345- 


     

    

 


affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the
appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or a
Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master
Servicer or the applicable Special Servicer respectively, herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or the applicable Special Servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be.
Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to
the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which the Master Servicer would have
been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other
benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the
Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special
Servicer would have been entitled if the applicable Special Servicer had continued to act hereunder. Should the Trustee
succeed to the capacity of the Master Servicer or such Special Servicer, as the case may be, the Trustee shall be afforded
the same standard of care and liability as the Master Servicer or such Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as
Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master
Servicer or the applicable Special Servicer as applicable, or shall, if it is unable to so act, or if the Trustee is not
approved as a servicer by each Rating Agency, or if, prior to the occurrence and continuance of a Control Termination Event,
the Controlling Class Representative or the Holders of Certificates entitled to more than 50% of the Voting Rights so request
in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as
the successor to the Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or such Special Servicer hereunder. No appointment of a
successor to the Master Servicer or such Special Servicer hereunder shall be effective until (i) the assumption in writing by
the successor to the Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder
that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior to
the occurrence and continuance of a Control Termination Event) by the Directing Holder, such approval not to be unreasonably
withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of
a successor to the Master Servicer or such Special Servicer hereunder,


 






    -346- 


     

    

 


unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption
of a successor to the Master Servicer or such Special Servicer as described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the Master Servicer or the applicable Special Servicer (whichever is not the terminated party) and such successor
shall take applicable action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without
cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such
predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer
or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the
terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such
termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such
termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not
bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the
applicable Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct
the Trustee to so terminate the Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee shall not
have any liability for such expenses pursuant to this paragraph.


 


Section 7.03          Notification
to Certificateholders. (a)  Upon any resignation of the Master Servicer or the applicable Special
Servicer pursuant to Section 6.05, any termination of the Master Servicer or the applicable Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the applicable Special
Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04          Waiver
of Servicer Termination Events. A Servicer Termination Event may be waived by the Certificateholders evidencing not less
than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of
the applicable Special Servicer with respect to a Serviced Whole Loan only, by the


 






    -347- 


     

    

 


related
Serviced Companion Noteholder). Notwithstanding the foregoing, (1) a Servicer Termination Event under clause (i)
and clause (ii) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of
the affected Classes and any Serviced Companion Noteholder affected by such Servicer Termination Event, and (2) a Servicer
Termination Event under clause (iii) of Section 7.01(a) related to Exchange Act reporting may be waived
only with the consent of the Depositor and any Serviced Companion Noteholder affected by such Servicer Termination Event.
Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by
Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such Certificates.


 


Section 7.05          Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days
following such failure by the Master Servicer with respect to Property Protection Advances resulting in a Servicer
Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual
knowledge of such failure with respect to such Property Protection Advances and (y) by noon, New York City time, on the
related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Property
Protection Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such
Master Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the
Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 






    -348- 


     

    

 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01          Duties
of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior to
the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may
have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator
contained in this Agreement shall not be construed as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II), shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or


 






    -349- 


     

    

 


Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the
Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,
or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher
percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section 8.02          Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties;


 


(ii)          The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory


 






    -350- 


     

    

 


to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)        For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon
the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






    -351- 


     

    

 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or a Special
Servicer (unless the Trustee is acting as Master Servicer or a Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or a Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or of the Depositor;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In
no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not
limited to force majeure or acts of God;


 


(xi)          Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities
are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the
groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers;
provided, however, the knowledge of employees performing special servicing functions shall not be imputed to employees
performing master servicing functions, and the knowledge of employees performing master servicing functions shall not be imputed
to employees performing special servicing functions;


 


(xii)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)        Nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03          Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in


 






    -352- 


     

    

 


Sections 2.02
and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the applicable Special Servicer, as
the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the
Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement or of
any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for
the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the
Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the
Depositor, the Master Servicer, the applicable Special Servicer or in the case of the Trustee, the Certificate Administrator.
The Trustee and the Certificate Administrator shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer
or the Special Servicers and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this
Agreement.


 


Section 8.04          Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05          Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate
Administrator will be paid the Certificate Administrator/Trustee Fee equal to the Certificate Administrator’s portion
of one month’s interest at the Certificate Administrator/Trustee Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator/Trustee Fee
shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the
portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the
Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue from
time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be
computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day
months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of any of the powers, rights and duties of the
Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate
Administrator/Trustee Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise
and performance of its powers and duties hereunder, except for the


 






    -353- 


     

    

 


reimbursement of expenses specifically provided for
herein. No Trustee Fee or Certificate Administrator/Trustee Fee shall be payable with respect to any Companion
Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance
with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant
to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder,
or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty
of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively,
made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation
or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in its capacities of Custodian, Certificate Registrar and Authenticating
Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Seller from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, the Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 






    -354- 


     

    

 


Section 8.06          Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of
America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or either Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the
applicable Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by
the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least
“A2” by Moody’s and “A” by Fitch; provided that the Trustee will not become ineligible to serve
based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no
less than “Baa2” by Moody’s and “A-” by Fitch, (b) its short-term debt obligations have a
short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch and (c) the Master
Servicer maintains a rating of at least “A2” by Moody’s and “A+” by Fitch, or such other rating
with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a
Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of
business from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is
located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall
elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local
jurisdiction that does not impose such a tax.


 


Section 8.07          Resignation
and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof
to the Depositor, the Master Servicer, each Special Servicer, the Trustee or the Certificate Administrator, as applicable,
the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The
Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a
successor trustee or certificate administrator by written instrument, in duplicate, which instrument shall be delivered to
the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such
instrument shall be delivered to the Master Servicer, each Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the


 






    -355- 


     

    

 


Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within one hundred and twenty (120) days after the giving of such notice of
resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated with such
petition shall be an expense of the Trust.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the applicable
Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to
Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator reasonably acceptable to the Master Servicer, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the
successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy
of such instrument shall be delivered to the Master Servicer, each Special Servicer and the Certificateholders by the Depositor.


 


(c)          The
Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon 30 days written notice, with or without
cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by written
instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so
removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


 






    -356- 


     

    

 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to
the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 or in blank, and (ii) in the
case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage
Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2 or in blank; provided, however, that, notwithstanding anything to
the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the Mortgage Loan Seller
in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the Mortgage Loan Seller
to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such
Mortgage Loan document is assigned to such successor Trustee; and (d) in any case, such successor Trustee shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


 






    -357- 


     

    

 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08          Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, each
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the applicable Special Servicer and the predecessor Trustee shall execute
and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09          Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the
successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the
Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in
accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, each Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 






    -358- 


     

    

 


Section 8.10          Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or a Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 






    -359- 


     

    

 


Section 8.11          Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the
Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed
on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate
Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian
meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator shall not
relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder
must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such
capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12          Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, each
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the
Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not


 






    -360- 


     

    

 


constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


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


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13          Provision
of Information to Certificate Administrator, Master Servicer and Special Servicers. The Master Servicer shall promptly,
upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change in the
identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, Master Servicer and the Special Servicers may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and
the Certificate Administrator, Master Servicer and the Special Servicers, as applicable, shall have no liability for notices
not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information
of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the
Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion
Noteholders has not been provided to the Certificate Administrator, Master Servicer or the Special Servicers, as
applicable.


 


Section 8.14          Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date,
that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 






    -361- 


     

    

 


(ii)          The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


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


 


(vii)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 






    -362- 


     

    

 


Section 8.15          Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the
Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master
Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, each Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, each Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01          Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set
forth), the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the
Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of
(i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as
applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling
Class, the applicable Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater
than 50% of the Percentage Interest of such class, in that order of priority, of all the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate
Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of
the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of
the Voting Rights of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling
Class is the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such
Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket
expenses of the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser of such
Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property”
under the terms of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market value of the related
Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance


 






    -363- 


     

    

 


with clauses (2) and (3) above, minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance
with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely
to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-S, Class B, Class PEZ, Class C and Class D Certificates are no longer outstanding and the
Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero, the voluntary exchange by
the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining
Mortgage Loans, and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class
D Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer
is paid a fee equal to (i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates
(other than the Class X Certificates and Class R certificates) as of the date of the exchange and (z) three, divided by (ii) 360,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In
the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicers, the Trustee and the Certificate Administrator hereunder through
the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to
the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account
pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection
Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution
Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the Certificates
is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class R Certificates) on the
applicable Distribution Date, the Custodian shall, upon receipt of a


 






    -364- 


     

    

 


Request for Release from the Master Servicer, release or
cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall
be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the
Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit
such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the applicable Special Servicer,
the Trustee, the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to
the extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no
amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the
related Co-Lender Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the applicable Special Servicer the Master Servicer or the Holders of the
Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may,
at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in
respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as
contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to
the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special
Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date
on which (A) the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary
Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master
Servicer or the applicable Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the applicable Special Servicer, the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in
the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the
above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master
Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such
Master Servicer Remittance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would otherwise be held for future


 






    -365- 


     

    

 


distribution. Upon confirmation that such final deposits and payments have been
made, the Custodian shall release or cause to be released to the Master Servicer, the applicable Special Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the
remaining Mortgage Loans (for the avoidance of doubt and shall
execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the applicable Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties
remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to
terminate the Upper-Tier REMIC and Lower-Tier REMIC, then the applicable Special Servicer then the Master Servicer, and then the
Holders of the Class R Certificates. For purposes of this Section 9.01, the Directing Holder with the consent of the
Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the
Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location
therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account or the Class PEZ
Distribution Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) any
remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(e),
and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest
or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination


 






    -366- 


     

    

 


of
the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c),
4.01(d), and 4.01(e). Any funds not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner
and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02          Additional
Termination Requirements. (a)  In the event the Master Servicer or the applicable Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and
the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the
Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional
requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the
Code:


 


(i)           the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final
Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the applicable
Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)         within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the
Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the
Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01          REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates (other than the Exchangeable
Certificates) and the Class PEZ Regular Interests shall be designated as the “regular interests” and the
Class UR Interest shall be


 






    -367- 


     

    

 


designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be
designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class
of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master Servicer or the
Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in
either Trust REMIC other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” and as
the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is
applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest
of the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of
the duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811,
within thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
and/or “partnership representative” who will serve as the representative of each of the Trust REMICs created hereunder.


 






    -368- 


     

    

 


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or either Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the
related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or
as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master
Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw
from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated
to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust (other than as a


 






    -369- 


     

    

 


consequence of a breach of its obligations under this Agreement), any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income
from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution
to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or
amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such
tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable
state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified
in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates
(other than the Exchangeable Certificate) and the Class PEZ Regular Interests in the manner specified in Section 4.01(a),
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the applicable
Special Servicer shall be responsible for any taxes imposed on either Trust REMIC except to the extent such taxes arise as a consequence
of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence
by such party.


 


(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to either Trust
REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse
REMIC Event to occur.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or either Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as
defined in Section 860G(a)(5) of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by
which the Certificate Balance or Notional Amount of each Class of Regular Certificates or Class PEZ Regular Interests and by which
the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the
Rated Final Distribution Date.


 






    -370- 


     

    

 


(l)          None
of the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as applicable, shall
sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of
the Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II
or Article III of this Agreement) or acquire any assets for the Trust or either Trust REMIC or sell or dispose of
any investments in the Collection Account or the applicable REO Account for gain unless it has received an Opinion of Counsel
that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or
(b) unless the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as the
case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust
REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of
the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02          Use
of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by
or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03          Depositor,
Master Servicer and Special Servicers to Cooperate with Certificate Administrator. (a)  The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or


 






    -371- 


     

    

 


the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04          Appointment
of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor
and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC
Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 






    -372- 


     

    



 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01          Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations
of the Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge
that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance provided by
the Commission or its staff, and agree to comply with requests made by the Depositor in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, each of the Master Servicer, the Special Servicers, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
as applicable, to deliver or make available to the Depositor or the Certificate Administrator (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor to permit the Depositor to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the applicable Special Servicer the Operating
Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor to be necessary in order to effect
such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under
this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient
time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent
any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder
shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section 11.02          Succession;
Subcontractors.  (a)  As a condition to the succession to the Master Servicer and the applicable Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and the applicable Special
Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master
Servicer and the applicable Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer
and the applicable Special Servicer shall provide to the Depositor and the Certificate Administrator, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and


 






    -373- 


     

    

 


substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicers,
any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day
after the effective date of such succession or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor, the Asset Representations Reviewer and
the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will
be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor or the Mortgage
Loan Seller a written description (in form and substance satisfactory to the Depositor or the Mortgage Loan Seller, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered
into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee
to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent
as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that
is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect
to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function
Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as
and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is
a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing


 






    -374- 


     

    

 


Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably
necessary to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan
that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master
Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply
with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any
information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other
Certificate Administrator (to the extent the information relates to a party that services, specially services or is trustee for
a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03          Filing
Obligations.  (a)  The Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall
file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system) such Forms
executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 






    -375- 


     

    

 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K,
10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the
Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A,
as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will,
upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously
filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor,
and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon the
parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


Section 11.04          Form 10-D
Filings.  (a)  Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange
Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with
a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant
to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in


 






    -376- 


     

    

 


EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the applicable Special Servicer to the Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto
shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit EE (except with respect to the reporting of applicable REO Account balances which shall be delivered in
the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380,
Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for
any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Seller, if applicable, and the SEC’s assigned
“Central Index Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator
by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in
this Section 11.04, the balances of the applicable REO Account (to the extent the related information has been received
from the applicable Special Servicer within the time period specified in Section 11.04 hereof) and the Collection
Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the
Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Seller, in accordance with Section 6(b)
of the Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed
such required reports arises in connection with the securitization contemplated by this Agreement then the


 






    -377- 


     

    

 


Certificate Administrator
shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared
and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with
the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice
shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the
Depositor shall be required during such specified period.  The Certificate Administrator shall be entitled to rely on such
notifications in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it, to the extent such information is received by the Certificate Administrator
from the Master Servicer or the applicable Special Servicer, as applicable, substantially in the form of Exhibit KK (A)
the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period,
(B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt,
as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: Leah Nivison, Telephone: 212-902-1000. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


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


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding
the request to communicate, and such Special Notice is required to include the following and no more than the following: (a) the
name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a
statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use
to contact the requesting Certificateholder or Certificate Owner.


 






    -378- 


     

    

 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor
for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or
fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator
manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the
Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney,
each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney
in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with
the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation
II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318,
email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of
its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct.


 


Section 11.05          Form 10-K
Filings.  (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the
fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the
“10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and each
Additional Servicer, as described under Section 11.09;


 






    -379- 


     

    

 


(ii)           (A)  the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included;


 


(iii)          (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure
or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2017, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case


 






    -380- 


     

    

 


may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement then the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor
may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the
date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate
Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor
for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt
of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make
available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention:
Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-


 






    -381- 


     

    

 


3000,
email: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to
the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


(c)          Upon
written request from the Mortgage Loan Seller, the Master Servicer or either Special Servicer, the Certificate Administrator shall
confirm to the Mortgage Loan Seller, Master Servicer or the applicable Special Servicer whether it has received notice that any
party to this Agreement has changed since the Closing Date and will provide to the Mortgage Loan Seller, the Master Servicer or
the applicable Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06          Sarbanes-Oxley
Certification.  Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust is subject to the reporting requirements
of the Exchange Act, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the
Asset Representations Reviewer and the Operating Advisor shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer or the applicable Special Servicer, as applicable, that is a Servicing Function Participant use
commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause
such Servicing Function Participant to provide, to the Person who signs the Sarbanes-Oxley Certification (the “Certifying
Person”), on or before March 1st of each year commencing in March 2017, a certification in the form attached
hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an
officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any
Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties
to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and
substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance
Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person acts as
an


 






    -382- 


     

    

 


officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley
Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form
and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve
as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate
(which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and
(iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. In
the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying
Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the
accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant
Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to
certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s
responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than
that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as
they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject
to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07          Form 8-K
Filings.  Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives
the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of
the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability


 






    -383- 


     

    

 


for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify
the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.
No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final
executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212)
428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing
of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for


 






    -384- 


     

    

 


any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer use commercially
reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement)
cause such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than
noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08          Form 15
Filing.  On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15
Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications
due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate
Administrator shall provide prompt notice to the Mortgage Loan Seller and all other parties hereto that such form has been filed.
If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports
on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09          Annual
Compliance Statements.  The Master Servicer, the Special Servicers (regardless of whether the applicable Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
cause (or in the case of a sub-servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer
to retain, to use commercially reasonable efforts to cause) such Additional Servicer to


 






    -385- 


     

    

 


and (ii) with respect to each other Additional Servicer with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to), on or before
March 1st of each year, commencing in March 2017, furnish to the Trustee, the Certificate Administrator (which copy shall
be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5
Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the
form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the
Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect
to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer
that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable
efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such
statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website)
to the Directing Holder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH.
Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan
during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer,
a Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate
is required to be delivered. None of the Master Servicer, Special Servicers or Additional Servicer shall be required to cause
the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from
the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 






    -386- 


     

    

 


In
the event the Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or
resigns pursuant to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the applicable
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer
that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is
terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of
compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the
applicable Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time
that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10          Annual
Reports on Assessment of Compliance with Servicing Criteria.  (a)  On or before March 1st of each year, commencing
in March 2017, the Master Servicer, the Special Servicers (regardless of whether the applicable Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall furnish (and each
such party shall (i)  with respect to each Initial Sub-Servicer engaged by such Master Servicer, Trustee, Operating Advisor,
Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to
furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 






    -387- 


     

    

 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for
the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to
such party and any Servicing Function Participant with which the Master Servicer, Special Servicers, Trustee, Operating Advisor
or Certificate Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and either Special Servicer
shall notify the Certificate Administrator, the Depositor and the Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and the Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the applicable Special Servicer shall
(i) with respect to an Initial Sub-Servicer engaged by such Master Servicer


 






    -388- 


     

    

 


or applicable Special Servicer that is an Additional
Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional
Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing
agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section 11.11          Annual
Independent Public Accountants’ Attestation Report.  On or before March 1st of each year, commencing in March 2017,
the Master Servicer, the applicable Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by
such Master Servicer, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor
or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.13(b)), the Certificate Administrator, the Depositor, the 17g-5 Information Provider
and, prior to the occurrence of a Consultation Termination Event, the Directing Holder, and, promptly, but not earlier than the
second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each
such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and


 






    -389- 


     

    

 


Non-Serviced Trustee. Copies of such
statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator as to the nature of any defaults by the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor,
the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s,
the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub
servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’
attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements
of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicers, the
Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to
deliver, or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has
received written confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for
the preceding fiscal year.


 


Section 11.12          Indemnification.  Each
of the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations
Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party and each Other Depositor (and such
Other Depositor’s officers, directors and Affiliates) from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party or Other
Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable, arising out of (i) an actual
breach by the Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations
Reviewer or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence,
bad faith or willful misconduct on the part of the Master Servicer, such Special Servicer, the Trustee, the Operating Advisor,
the Custodian, the Asset Representations Reviewer or the Certificate Administrator in the performance of such obligations, or
(iii) delivery of any Deficient Exchange Act Deliverable.


 


The
Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party and each Other
Depositor


 






    -390- 


     

    

 


(and such Other Depositor’s officers, directors and Affiliates) from and against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred
by such Certification Party or Other Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable,
arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of
compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement,
(b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure
by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c),
(c) or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator,
the Asset Representations Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor)
as necessary for the Depositor (and each Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In
connection with comments provided to the Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing
Function Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided, that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its


 






    -391- 


     

    

 


representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission
or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and
expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection
with the foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and
any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicers,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial
Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with
which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply
with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or
breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith. The Master Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, either Special Servicer, the Trustee, the Operating Advisor, the
Custodian or the Certificate Administrator.


 


In
connection with Deficient Exchange Act Deliverables, each of the Master Servicer, the Special Servicers, the Custodian and the
Trustee and each Affected Reporting Party shall cooperate (and require each Servicing Function Participant and Additional Servicer
retained by it to cooperate under the applicable Sub-Servicing Agreement), with each Other Depositor (including, without limitation,
providing all due diligence information, reports, written responses, negotiations and coordination) to the same extent as such
party is required to


 






    -392- 


     

    

 


cooperate with the Depositor under this Section 11.12. All respective reasonable out-of-pocket costs
and expenses incurred by each Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor)
in connection with a Deficient Exchange Act Deliverable (other than those costs and expenses related to participation by such
Other Depositor in any telephone conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant
to this Section 11.12) and any amendments to any reports filed with the Commission therewith shall be promptly paid
by the applicable Affected Reporting Party to the Other Depositor to the same extent as would be required to be paid to the Depositor
under this Section 11.12 upon receipt of an itemized invoice from such Other Depositor.


 


Section 11.13          Amendments.  This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for
purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with
respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14          Regulation AB
Notices.  Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicers, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the case
may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to GS Mortgage Securities Corporation II, 200 West
Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies
to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email:
joe.osborne@gs.com.


 


Section 11.15          Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.  (a) Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and the applicable Special Servicer
shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of the Mortgage Loan Seller pursuant
to the related Co-Lender Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that


 






    -393- 


     

    

 


is
required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent
needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information
about itself that the Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs
(b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with the Mortgage Loan Seller to
provide such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the
Trustee, the Certificate Administrator, the Master Servicer and either Special Servicer understands that such information may
be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good
faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and
underwriters involved in the offering of the related Certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made
in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the
Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer
(where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicers (where such information pertains to
the applicable Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties
or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this clause (a). Notwithstanding the foregoing, to the extent that the information provided by the
Trustee, the Certificate Administrator the Master Servicer or the applicable Special Servicer, as applicable, for inclusion
in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar
to the information provided by such party with respect to the offering materials related to this transaction, subject to any
required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party
shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the
Trustee, the Certificate Administrator the Master Servicer or the applicable Special Servicer in connection with the
Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement
executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set
forth above and/or elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee or other party
designated by the Mortgage Loan Seller, including the Other Depositor) shall have (a) provided reasonable advance notice
(and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered
into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses
of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or
indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with


 






    -394- 


     

    

 


respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form ABS-15G, Form 8-K, Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB, the Securities Act and the Exchange Act; provided, however, that any parties to any Regulation AB Companion
Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the applicable Special
Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and the applicable Special Servicer shall cooperate with
such parties in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such
Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator,
the Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and
the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information
with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan
within two Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or either Special Servicer, as the case may be, complies in all
material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect


 









    -395- 


     

    

 



to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year commencing in March 2017, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicers shall, and the Master Servicer and the applicable
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation
AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment
of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered
accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria
to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the applicable Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year commencing in March 2017, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the applicable
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements


 






    -396- 


     

    

 


contemplated in this Section 11.15(e) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by the Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
Sub-Servicing Agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the applicable Special Servicer, as the case may be, information, reports, statements and
certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the applicable
Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer or the applicable
Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant
to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of
updated net operating income information, (x) deliver or make available the financial statements of such “significant obligor”
to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC® Loan Periodic
Update File related to such “significant obligor” for (i) the next applicable Distribution Date if the Master Servicer
receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related
to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated
net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 –
“Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As
of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field numbers
may change from time to time.


 


If
the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it
as such by the Other Depositor in accordance with the preceding paragraph) within five (5) Business Days after the date such financial
information is


 






    -397- 


     

    

 


required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other
Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause
any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari
Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has
not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition,
the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements
required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the
Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to)
retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to
any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16          Certain
Matters Regarding Significant Obligors.  For the avoidance of doubt, there is no “significant obligor” (within the
meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the Trust.


 


Notwithstanding
anything contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension
Notification pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting
requirements of the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section 11.17          Impact
of Cure Period.  For the avoidance of doubt, neither the Master Servicer nor the Special Servicers shall be subject to a Servicer
Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period applicable
to such party’s obligations under Article XI as provided for in such clause (iii) nor shall any
such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
provided, that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the Grace Period applicable to such party’s obligations under this Article XI as
provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust is not required to file Exchange Act reports.


 






    -398- 


     

    

 


[End of Article XI]


 


Article XII



the asset representations reviewer


 


Section 12.01          Asset
Review.


 


(a)          On
or prior to each Distribution Date, based on the CREFC® Delinquent Mortgage Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine
if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to all Certificateholders, the Controlling Class Representative and each other party to this Agreement.
Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the
Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the
Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering
such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form
10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events
that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified
below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a
Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses
(1), (2) and/or (3), deliver written notice of such information (which may be via email) substantially in the
form attached hereto as Exhibit SS within two (2) Business Days of such determination to the Master Servicer, the Special
Servicers, the Operating Advisor and the Asset Representations Reviewer.


 


If
Certificateholders evidencing not less than 5.0% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then
upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to
all Certificateholders and conduct a solicitation of votes by Certificateholders in accordance with Section 5.10 to
authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least
a majority of the votes casts but in any event at least a majority of an Asset Review Quorum within 150 days of receipt of the
Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Seller, the Controlling Class
Representative and the Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice,
the Asset Representations Reviewer shall request access to the Secure Data Room by


 






    -399- 


     

    

 


providing the Certificate Administrator with
a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Mortgage Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Mortgage Loan after the
expiration of such 150-day period, (B) an Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise
in effect, (C) the Certificate Administrator has timely received an Asset Review Vote Election after the occurrence of the
events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as
described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate
Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i)  Upon
receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for Non-Specially
Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) for Non-Specially Serviced Mortgage
Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans), in each case to the extent in
such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the following
clause (6)) after receipt of such notice from the Certificate Administrator, provide the following materials for each
Delinquent Mortgage Loan to the Asset Representations Reviewer (collectively, with the Diligence Files, any notice of a breach
of a representation or warranty relating to any Delinquent Mortgage Loan received by the Asset Representations Reviewer from any
other party to this Agreement, a copy of the Prospectus, a copy of the Mortgage Loan Purchase Agreement and a copy of this Agreement,
the “Review Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage
Loan that is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)          
a copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 






    -400- 


     

    



 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Mortgage Loan that is subject to an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably
requested by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)         In
addition, in the event that, as part of an Asset Review of any Delinquent Mortgage Loan, the Asset Representations Reviewer determines
that the Review Materials provided to it with respect to such Delinquent Mortgage Loan are missing any documents required to complete
any Test in connection with an Asset Review of such Delinquent Mortgage Loan, the Asset Representations Reviewer shall promptly,
but in no event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect
to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans),
as applicable, of such missing documents, and the Master Servicer or the applicable Special Servicer shall promptly, but in no
event later than ten (10) Business Days after receipt of such notification from the Asset Representations Reviewer, deliver to
the Asset Representations Reviewer such missing documents to the extent they are in its possession. In the event any missing documents
are not provided by the Master Servicer or the applicable Special Servicer, as applicable, within such 10-Business Day period,
the Asset Representations Reviewer shall request such documents from the Mortgage Loan Seller; provided that the Mortgage Loan
Seller shall be required under the Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent such
documents are in the possession of the Mortgage Loan Seller.


 


(iii)        The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform


 






    -401- 


     

    

 


an Asset
Review with respect to each representation and warranty made by the Mortgage Loan Seller with respect to such Delinquent Mortgage
Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ (each such procedure, a “Test”).


 


(v)         The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing documentation is not delivered to the Asset Representations Reviewer by the Mortgage Loan Seller, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced
Mortgage Loans) within 10 Business Days upon request described above, the Asset Representations Reviewer shall list such missing
documents in a preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such
missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence
of such documents shall be deemed to be a failure of such Test (“Preliminary Asset Review Report”). The Asset
Representations Reviewer shall provide such Preliminary Asset Review Report to the Master Servicer or the applicable Special Servicer,
as applicable, and the Mortgage Loan Seller no later than 60 days after the date on which access to the Diligence Files in the
Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator. The applicable Special
Servicer, if applicable, may review such Preliminary Asset Review Report and determine whether any information contained in such
Preliminary Asset Review Report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review
Report and Asset Review Report Summary. If the Preliminary Asset Review Report indicates that any of the representations and warranties
fails or is deemed to fail any Test, the Mortgage Loan Seller shall have ninety (90) days from receipt of the Preliminary Asset
Review Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information and documents
provided or explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not
failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered
by the Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance of doubt, the Asset Representations Reviewer
will not be required to prepare a Preliminary Asset Review Report in the event the asset representations reviewer determines that
there is no Test failure with respect to the related Delinquent Mortgage Loan.


 


(viii)      The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset


 






    -402- 


     

    

 


Representations Reviewer by the Certificate Administrator or (y) (ten (10) days after the expiration
of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this agreement and the Mortgage Loan Seller and (ii) a summary of the Asset Representations Reviewer’s
conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee and the
Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended
by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the Mortgage Loan Seller, if
the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required due
to the characteristics of the Delinquent Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may
the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the Mortgage Loan Seller, which, in each case, shall be a responsibility of the applicable
Special Servicer (with regard to Specially Serviced Mortgage Loans) or Master Servicer (with regard to Non-Specially Serviced
Mortgage Loans), as applicable, pursuant to Section 2.03 of this Agreement.


 


(ix)         In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer, the applicable Special Servicer or the Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent
Mortgage Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation
from any party to this Agreement.


 


(x)          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans)
shall determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage
Loan. If the Master Servicer or the applicable Special Servicer determines that a Material Defect exists, the Master Servicer
or the applicable Special Servicer, as applicable, shall enforce the obligations of the Mortgage Loan Seller with respect to such
Material Defect in accordance with Section 2.03.


 


(c)          The
Asset Representations Reviewer shall keep any information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent
expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice
indicating that such information is Privileged Information


 






    -403- 


     

    

 


or
(2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from the
Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged
Information Exception. The Asset Representations Reviewer shall keep all documents received by the Asset Representations Reviewer
in connection with an Asset Review that are provided by the Mortgage Loan Seller, the Master Servicer and the Special Servicers
confidential and shall not disclose such documents except (i) for purposes of complying with its duties and obligations under
this Agreement, (ii) if such documents become generally available and known to the public other than as a result of a disclosure
directly or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations
Reviewer to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (iv) if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject
to a confidentiality obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order,
judgment or decree to disclose such document.


 


(d)           The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or subcontractor may (1) be affiliated with the Mortgage Loan Seller, the Master Servicer, either Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, a Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)           The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee accepting
such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws
of the United States of America, any state of the United States of America or the District of Columbia, authorized under such
laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that is
permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that contains
an assumption by such person of the due and punctual


 






    -404- 


     

    

 


performance
and observance of each covenant and condition to be performed or observed by the Asset Representations Reviewer under this Agreement
from and after the date of such agreement and (C) is not be a prohibited party under this Agreement; (ii) the Asset Representations
Reviewer will not be released from its obligations under this Agreement that arose prior to the effective date of such assignment
and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations Reviewer
Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning Asset
Representations Reviewer will be required to be responsible for the reasonable costs and expenses of each other party hereto and
the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee
will be required to provide notice to each party to this Agreement and then will be the successor Asset Representations Reviewer
hereunder.


 


(f)            If
any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review” (as such
term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset representations
reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset Representations
Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the applicable Special Servicer,
the Trustee and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection with such
asset review by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related Other
Asset Representations Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the applicable
Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 12.02          Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be
equal to the product of a rate equal to 0.00100% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          Upon
the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the Mortgage Loan
Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be paid a fee of
(i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject to an Asset
Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property
with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal
to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to
a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000
(the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise


 






    -405- 


     

    

 


reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Mortgage Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage
Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the applicable Special Servicer, as applicable, of such insolvency;
provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee shall remain an obligation of the Mortgage Loan Seller and the Master Servicer or the applicable Special Servicer as
applicable, shall be required to pursue remedies against the Mortgage Loan Seller in accordance with the Servicing Standard in
order to seek recovery of such amounts from the Mortgage Loan Seller or its insolvency estate.


 


(c)           Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase Price received
shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)           The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03          Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its
obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In
addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall
resign if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other parties to this
Agreement. Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset Representations Reviewer
that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective
until a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and
accepted the appointment. If no successor Asset Representations Reviewer shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer that is an
Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other
party hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section 12.04          Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by
an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement


 






    -406- 


     

    

 


from
personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05          Termination
of the Asset Representations Reviewer.


 


(a)           An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)            any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having at least 25% of the Voting Rights;


 


(ii)           any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)           the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any


 






    -407- 


     

    

 


applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders in accordance with the notice
distribution procedures described in Section 12.01(a), unless the Certificate Administrator has received written notice
that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination
Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing
not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall,
terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and
obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement)
and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the
Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself
and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination
Event. Notwithstanding anything herein to the contrary, the Depositor and the Mortgage Loan Seller shall have the right, but not
the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event
of which it becomes aware.


 


(b)          Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to
the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates
evidencing more than 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the
proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In the event that holders of the certificates evidencing at least 75% of a Certificateholder
Quorum (without regard to the application of any Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer
without cause and appoint a successor, the successor asset representations reviewer


 






    -408- 


     

    

 


will
be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)           On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2)
the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Controlling Class Representative, the Directing Holder and each Certificateholder within one Business
Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor
shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor
asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor
asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct
in the performance of its obligations hereunder.


 


(d)           Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Seller, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Holder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 






    -409- 


     

    

 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01          Amendment.
(a)  This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 


(i)            to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)           to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or either Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)           to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of
the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Companion Loan not consenting to such revision or addition, as


 






    -410- 


     

    

 


evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)         to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan,
the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(ix)           to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; or


 






    -411- 


     

    

 


(x)            to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement
or the obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of
the Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller, or (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)           This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)          adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)          change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of the Mortgage Loan Seller; or


 


(v)           amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Co-Lender
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






    -412- 


     

    

 


(c)           Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment hereto without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this
Agreement may be made that changes any provisions specifically required to be included in this Agreement by any Non-Serviced Co-Lender
Agreement without the consent of the holder of the related Non-Serviced Pari Passu Companion Loan(s).


 


(d)           Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicers, the
Mortgagors, the Underwriters and the Rating Agencies.


 


(e)           It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)            The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)           The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person
seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment
of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection Account.


 


(h)           The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 






    -413- 


     

    

 


(i)             To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the applicable Special Servicer, the
Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)            Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)            This
Agreement may not be amended without the consent of any holder of a Serviced Companion Loan if such amendment would
materially and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in
connection with any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may
be by email) of such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator
of each Other Securitization no later than three (3) Business Days prior to the date of effectiveness of such amendment, and,
on the date of effectiveness of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such
amendment in an EDGAR-compatible format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator
of each Other Securitization.


 


Section 13.02          Recordation
of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on
direction by the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld),
but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect
that such recordation materially and beneficially affects the interests of the Certificateholders.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 






    -414- 


     

    

 


Section 13.03          Limitation
on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04          Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS


 






    -415- 


     

    

 


AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05          Notices.
(a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Mortgage Loan Seller) or mailed by registered mail, postage prepaid (except for
notices to the Mortgage Loan Seller, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed
to have been duly given only when received), to:


 


In
the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com


 






    -416- 


     

    

 


with
a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

Email: peter.morreale@gs.com


 


and


 


Joe
Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 


In
the case of the Master Servicer:



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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with
a copy to:



Stinson Leonard Street LLP




1201
Walnut Street




Suite
2900




Kansas
City, Missouri 64106-2150




Fax
Number: (816) 412-9338




Attention:
Kenda K. Tomes




Email:
kenda.tomes@stinson.com


 


In
the case of the General Special Servicer:



Torchlight Loan Services, LLC

475 Fifth Avenue




New
York, New York 10017




Attention:
Jacob M. K. Baron




GSMC
2016-GS2




Email:
jbaron@torchlightinvestors.com






 


with
a copy to:



Torchlight Investors, LLC




475
Fifth Avenue


 






    -417- 


     

    

 




New
York, New York 10017




Attention:
Abbey Kosakowski




GSMC
2016-GS2




Email:
AKosakowski@torchlightinvestors.com


 


In
the case of the Veritas Multifamily Pool 2 Special Servicer



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with
copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;


 


Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;


 


Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In
the case of the Controlling Class Representative:



Torchlight Investors, LLC




475
Fifth Avenue




New
York, New York 10017




Attention:
William Stasiulatis




GSMC
2016-GS2




Email:
bstasiulatis@torchlightinvestors.com



 


with
a copy to:



Torchlight Investors, LLC




475 Fifth Avenue




New York, New York 10017




Attention: Jacob M. K. Baron




GSMC 2016-GS2




Email: jbaron@torchlightinvestors.com


 






    -418- 


     

    

 


In
the case of the AB Subordinate Companion Holder:







Forethought
Life Insurance Company




c/o
Global Atlantic Financial Company




132
Turnpike Road, Ste 210




Southborough,
MA 01772




Attention:
Middle Office/Mark Sangalang


 


with
a copy to:


 


Shipman
& Goodwin LLP




One
Constitution Plaza




Hartford,
CT 06103-1919




Attention:
Kathleen M. Mylod


 


In
the case of the Trustee:



Wells Fargo Bank, National Association




9062
Old Annapolis Road



Columbia,
Maryland 21045-1951




Attention:
Corporate Trust Services (CMBS)




GS
Mortgage Securities Trust 2016-GS2


 


with
a copy to:


 


E-Mail:
cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In
the case of the Certificate Administrator:



 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


GS
Mortgage Securities Trust 2016-GS2


Telecopy
Number: (410) 715-2380 


 


with
a copy to:


 


E-Mail:
cts.cmbs.bond.admin@wellsfargo.com, and to


trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 






    -419- 


     

    

 


In
the case of the Mortgage Loan Seller:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com


 


with
a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

Email: peter.morreale@gs.com


 


and


 


Joe
Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC


375
N. French Road, Suite 100


Amherst,
New York 14228


Attention:
Don Simon, Chief Operating Officer


With
a copy sent via email to: don.simon@pentalphasurveillance.com and


notices@pentalphasurveillance.com


 


with
a copy to:



Bass, Berry & Sims PLC


150
Third Avenue South


Suite
2800


Nashville,
Tennessee 37201


Attention:
Jay H. Knight


Email:
jknight@bassberry.com


 


In
the case of any mezzanine lender:



The address set forth in the related Co-Lender Agreement.


 






    -420- 


     

    

 


To each
such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or the applicable Special Servicer, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Moody’s Investors Service, Inc.


7
World Trade Center


250
Greenwich Street





New
York, New York 10007


Attention:
Commercial Mortgage Surveillance Group


E-mail:
CMBSSurveillance@moodys.com 


 


Fitch
Ratings, Inc.


33
Whitehall Street

New York, New York 10004


Attention:
Commercial Mortgage Backed Securities Surveillance


Facsimile
No.: (212) 635-0295


E-mail:
info.cmbs@fitchratings.com


  


Kroll
Bond Rating Agency, Inc.


845
Third Avenue, 4th Floor


New
York, New York 10022


Attention:
CMBS Surveillance


Facsimile
No.: (646) 731-2395


 


Section 13.06          Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the


 






    -421- 


     

    

 


remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07          Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first
priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the
Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect
to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Collection Account, the
Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the applicable REO
Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to
the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and (ii) this Agreement
shall constitute a security agreement under applicable law. This Section 13.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08          Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders. The Mortgage Loan Seller (and its agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an
intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other
person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.


 


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder
and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under this Agreement
and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other Trustees
shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions regarding reimbursement
or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)          Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to


 






    -422- 


     

    

 


its
rights as specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(d)          Subject
to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Certificateholder shall be an express third-party
beneficiary to this Agreement for purposes of exercising rights under Section 2.03(i) through Section 2.03(m).


 


Section 13.09          Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof.


 


Section 13.10          Notices
to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to
any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)           any
material change or amendment to this Agreement;


 


(ii)          the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or either
Special Servicer; and


 


(iv)         the
repurchase or substitution of Mortgage Loans by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase
Agreement.


 


(b)          The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it
has actual knowledge:


 


(i)            the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          any
change in the location of the Collection Account;


 


(iii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the
then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 






    -423- 


     

    

 


(vi)         any
material damage to any Mortgaged Property;


 


(vii)        any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)           The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The
Trustee, the Certificate Administrator, the Master Servicer and either Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and
thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall
require a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items.
In connection with the delivery by the Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information,
report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall
notify the Master Servicer or the applicable Special Servicer when such information, report, notice or document has been posted.
The Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of such notice from the 17g-5
Information Provider and (b) two Business Days following delivery to the 17g-5 Information Provider.


 


Section 13.11          PNC
Bank, National Association.


 


PNC Bank, National Association, by execution hereof by its division, Midland Loan Services,
a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan
Services, a Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    -424- 


     

    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 


	 	
        GS
MORTGAGE SECURITIES CORPORATION II,
 Depositor 

	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name:  Leah Nivison
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

Master Servicer
	 	 	 
	 	By:	/s/ Bradley J. Hauger
	 	 	Name:  Bradley J. Hauger  
	 	 	Title: Senior Vice President     
	 	 	 
	 	TORCHLIGHT LOAN SERVICES, LLC,

General Special Servicer
	 	 	 
	 	By:	/s/ Jacob Baron
	 	 	Name:  Jacob Baron
	 	 	Title: Authorized Signatory
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael Baker
	 	 	Name:  Michael Baker 
	 	 	Title: Assistant Vice President


 


 


 


 


GS
2016-GS2 POOLING AND SERVICING AGREEMENT






    	 



     


    

 


	 	
        RIALTO
CAPITAL ADVISORS, LLC 

as Veritas Multifamily Pool 2 Special Servicer

	 	 	 
	 	By: 	/s/ Cheryl Baizan 
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer
	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee
	 	 	 
	 	By:	/s/ Michael Baker
	 	 	Name:  Michael Baker  
	 	 	Title: Assistant Vice President    
	 	 	 
	 	PENTALPHA
SURVEILLANCE LLC,

Operating Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an Authorized

  Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	PENTALPHA
SURVEILLANCE LLC,

Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized

  Signatory for Pentalpha Surveillance LLC


 


 


 


GS
2016-GS2 POOLING AND SERVICING AGREEMENT




    	 



     


    



 





	STATE OF NEW YORK 	)
	 	)   ss.:
	COUNTY OF NEW YORK 	)


 


On the 17 day of May, 2016, before
me, a notary public in and for said State, personally appeared Leah Nivision known to me to be a CEO of GS Mortgage Securities
Corporation II, that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation,
and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Artrisa Y. Williams
	 	 	Notary Public 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	5/24/2017	 	 
	 	 	 
	
        ARTRISA Y. WILLIAMS

        Notary Public, State of New York

        No. 01WI6124039

        Qualified in New York County

        Commission Expires May 24, 2017
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    




	STATE OF KANSAS	)
	 	)   ss.:
	COUNTY
    OF JOHNSON  	)


 


On the 19th day of May, 2016, before
me, a notary public in and for said State, personally appeared Bradley J. Hauger known to me to be a Senior Vice President of Midland
Loan Services, a Division of PNC Bank, National Association, and also known to me to be the person who executed it on behalf of
such national banking association, and acknowledged to me that such national banking association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Brent Kinder 
	 	 	Notary Public
	 	 	 
	 	 	 
	 	 	
        BRENT KINDER

        NOTARY PUBLIC – State of Kansas

        My Appt. Exp. January 30, 2018

	 	 
	 	 
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    

 


	STATE OF NEW YORK 	)
	 	)   ss.:
	COUNTY OF NEW YORK 	)


 


On the 17th day of May, 2016, before
me, a notary public in and for said State, personally appeared Jacob Baron known to me to be an Authorized Signatory of Torchlight
Loan Services, LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such
limited liability company, and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Leandra Merola 
	 	 	Notary Public 
	 	 	 
	[SEAL]	 	 
	 	
        LEANDRA MEROLA

        Notary Public, State of New York

        Reg. No. 01ME6331695

        Qualified in Kings County

        Commission Expires October 19, 2019
	 
	My commission expires:	 
	 	 
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    

 


	STATE OF FLORIDA	)
	 	)   ss.:
	COUNTY OF MIAMI-DADE	)


 


On the 20th day of May, 2016, before
me, a notary public in and for said State, personally appeared Cheryl Baizan, personally known to me to be a Chief Financial Officer
of Rialto Capital Advisors, LLC, that executed the within instrument, and also known to me to be the person who executed it on
behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Lori Buckler
	 	 	Notary Public 
	 	 	 
	[SEAL]	 	
        LORI BUCKLER

        MY COMMISSION EXPIRES February 2, 2018

        #FF 059264

        Bonded thru Notary Public Underwriters

        NOTARY PUBLIC, STATE OF FLORIDA

         

	My commission expires:	 
	 	 
	 	 
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    

 


	STATE OF Maryland	)
	 	)   ss.:
	COUNTY OF Howard	)


 


On the 17 day of May, 2016, before
me, a notary public in and for said State, personally appeared Michael Baker known to me to be a VP of Wells Fargo Bank, National
Association, that executed the within instrument, and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such national banking association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Colin A Castro 
	 	 	Notary Public 
	 	 	 
	[SEAL]	 	 
	 	 	
        COLIN A CASTRO

        MY COMMISSION EXPIRES MARCH 24, 2019

        NOTARY PUBLIC

        FREDERICK COUNTY, MD

	My commission expires:	 
	 	 
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    

 


	STATE OF Maryland	)
	 	)   ss.:
	COUNTY OF Howard	)


 


On the 17 day of May, 2016, before
me, a notary public in and for said State, personally appeared Michael Baker known to me to be a VP of Wells Fargo Bank, National
Association, that executed the within instrument, and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such national banking association executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Colin A Castro 
	 	 	Notary Public 
	 	 	 
	[SEAL]	 	 
	 	 	
        COLIN A CASTRO

        MY COMMISSION EXPIRES MARCH 24, 2019

        NOTARY PUBLIC

        FREDERICK COUNTY, MD

	My commission expires:	 
	 	 
	 	 


 



    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    

 


	STATE OF CONNECTICUT	)
	 	)   ss.:
	COUNTY OF FAIRFIELD 	)


 


On the 18th day of May, 2016, before
me, a notary public in and for said State, personally appeared James Callahan known to me to be an Executive of Pentalpha Surveillance
LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Melonie S. Williams 
	 	 	Notary Public
	[SEAL]	 	 
	 	 	 
	My commission expires:    7/31/2019	 	 
	 	 	 
	
        MELONIE S. WILLIAMS

        Notary Public

        Connecticut

        My Commission Expires July 31, 2019
	 	 
	 	 


 








    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    


 


	STATE OF CONNECTICUT	)
	 	)   ss.:
	COUNTY OF FAIRFIELD 	)


 


On the 18th day of May, 2016, before
me, a notary public in and for said State, personally appeared James Callahan known to me to be an Executive of Pentalpha Surveillance
LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability
company, and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	/s/ Melonie S. Williams 
	 	 	Notary Public
	[SEAL]	 	 
	 	 	 
	My commission expires:    7/31/2019	 	 
	 	 	 
	
        MELONIE S. WILLIAMS

        Notary Public

        Connecticut

        My Commission Expires July 31, 2019
	 	 
	 	 


 








    GS 2016-GS2: POOLING AND SERVICING AGREEMENT 


     


    
 


 




 





 







EXHIBIT
A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR 




 












 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.






 






    A-1-1



     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 




    A-1-2



     


    

 


 


	
        PASS-THROUGH RATE: 1.478%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $11,733,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAN5

         

        ISIN NO.: US36252TAN54

         

        COMMON CODE NO.: 142044170

         

        CERTIFICATE NO.: [A-1-1] 






 




    A-1-3



     


    

 


CLASS A-1
CERTIFICATE 


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


gs
mortgage securities corporation ii 


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the GS Mortgage
Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1


 






    A-1-4



     


    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-1-5



     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)                  
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)                
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)           to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)               
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)                
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-1-6



     


    

 


an
Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)              
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)             
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)           
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)               
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)                 
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






    A-1-7



     


    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
        reduce in any manner the amount of, or delay the timing of, payments received on
the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent of the Holder of the
Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         
  reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)              
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)              
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)               
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






    A-1-8



     


    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    A-1-9



     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement

	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-10



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-11



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-12



     


    

  


EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 








 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.







 






    A-2-1



     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-2-2



     


    




 


	
        PASS-THROUGH RATE: 2.635%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $137,578,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAP0

         

        ISIN NO.: US36252TAP03

         

        COMMON CODE NO.: 142044188

         

        CERTIFICATE NO.: [A-2-1] 






 




    A-2-3



     


    

 


CLASS A-2
CERTIFICATE 


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II 


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2


 






    A-2-4



     


    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-2-5



     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)                  
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)               
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)              
 to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO
Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day
prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the
interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)              
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)               
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-2-6



     


    

 


an
Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)              
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)            
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)           
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)            
   to modify the procedures of the Pooling and Servicing Agreement relating to compliance with
Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)                 
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






    A-2-7



     


    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)                 
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)             
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)             
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)              
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






    A-2-8



     


    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    A-2-9



     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-10



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-12



     


    

 


EXHIBIT A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.







 






    A-3-1



     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-3-2



     


    

  


	
        PASS-THROUGH RATE: 2.791%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $165,000,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAQ8

         

        ISIN NO.: US36252TAQ85

         

        COMMON CODE NO.: 142044200

         

        CERTIFICATE NO.: [A-3-1] 

	 	 	 




    A-3-3



     


    

 


CLASS A-3
CERTIFICATE 


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II 


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3


 






    A-3-4



     


    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-3-5



     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)                 to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)             
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)             
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)              
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-3-6



     


    

 


an
Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)             
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)            
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)           
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)              
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)                
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






    A-3-7



     


    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)                 
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)                
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)               
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)          
    change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the
Mortgage Loan Seller; or


 


(v)               
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






    A-3-8



     


    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    A-3-9



     


    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-10



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12



     


    

 


EXHIBIT
A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR 


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.







 






    A-4-1



     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-4-2



     


    




 


	
        PASS-THROUGH RATE: 3.050%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE:JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $187,977,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAR6

         

        ISIN NO.: US36252TAR68

         

        COMMON CODE NO.: 142044196

         

        CERTIFICATE NO.: [A-4-1] 

	 	 	 




    A-4-3



     


    

 


CLASS A-4
CERTIFICATE 


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II 


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 1 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4


 






    A-4-4



     


    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-4-5



     


    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)                  
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)                
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)              
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)              
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)                
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-4-6



     


    

 


an
Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)              
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)             
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)           
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)              
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)                
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






    A-4-7



     


    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)                 
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)                
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)              
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)             
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)             
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






    A-4-8



     


    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    A-4-9



     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-4-10



     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-11



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-4-12



     


    

 



EXHIBIT A-5


 


FORM OF CLASS A-AB CERTIFICATE


 


CLASS A-AB


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 






     A-5-1


     

    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






     A-5-2


     

    

 


	
        PASS-THROUGH RATE: 2.922%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-AB CERTIFICATES AS OF THE CLOSING DATE: $23,162,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAS4

         

        ISIN NO.: US36252TAS42

         

        COMMON CODE NO.: 142044242

         

        CERTIFICATE NO.: [A-AB-1]



 






     A-5-3


     

    

 


CLASS
A-AB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-AB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-AB Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-AB


 






     A-5-4


     

    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






     A-5-5


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-AB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






     A-5-6


     

    

 


an
Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






     A-5-7


     

    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






     A-5-8


     

    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-5-9


     

    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-AB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-5-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-5-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-5-12


     

    

 


EXHIBIT
A-6


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4
AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 



     A-6-1


     

    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 






     A-6-2


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A
        CERTIFICATES         AS OF THE CLOSING DATE: $570,488,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAT2

         

        ISIN NO.: US36252TAT25

         

        COMMON CODE NO.: 142044218

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]



 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 1.824%.


 






     A-6-3


     

    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-A Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A


 






     A-6-4


     

    

 


Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






     A-6-5


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






     A-6-6


     

    

 


an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






     A-6-7


     

    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






     A-6-8


     

    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 



     A-6-9


     

    




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-6-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-6-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-6-12


     

    

 


EXHIBIT A-7


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 






     A-7-1


     

    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 






     A-7-2


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B
        CERTIFICATES         AS OF THE CLOSING DATE: $42,224,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAU9

         

        ISIN NO.: US36252TAU97

         

        COMMON CODE NO.: 142044226

         

        CERTIFICATE NO.: [X-B-1]



 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.922%.


 



     A-7-3


     

    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-B Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B


 






     A-7-4


     

    

 


Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






     A-7-5


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






     A-7-6


     

    

 


an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






     A-7-7


     

    

 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B) may materially and adversely affect the holders
of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






     A-7-8


     

    

 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



     A-7-9


     

    




 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-7-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-7-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-7-12


     

    

 


 


EXHIBIT A-8


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



  


		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
                                         Certificate legend.



 






    A-8-1 


    	 



    

  


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


[THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.





 






    A-8-2 


    	 



    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $42,223,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAC9

                              36252TAD7

                      U04068AB5

         

        ISIN NO.: US36252TAC99

                  US36252TAD72

                  USU04068AB50

         

        COMMON CODE NO.: 142191415

         

        CERTIFICATE NO.: [X-D-1]




 





 






 


		4	The initial approximate
Pass-Through Rate as of the Closing Date is 1.928%.



 



    A-8-3 


    	 



    


 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-D Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D


 






    A-8-4 


    	 



    

 


Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    A-8-5 


    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    A-8-6 


    	 



    

 


an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the


 






    A-8-7 


    	 



    




 


Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust


 






    A-8-8 


    	 



    

 


is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.





 






    A-8-9 


    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-8-10 


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11 


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12 


    	 



    

  





EXHIBIT A-9


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET
FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET
FORTH IN THE POOLING AND SERVICING AGREEMENT. 





 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.






 






    A-9-1 


    	 



    




 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-9-2 


    	 



    

 


	
        PASS-THROUGH RATE: 3.292%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF
        THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $45,038,000. The Aggregate
        Initial Certificate BALANCE of the Class A-S         Certificates represents the maximum aggregate Certificate BALANCE
        of the Class A-S Certificates (without giving effect to any exchanges         for other Exchangeable Certificates or any
        issuance of the Class PEZ Certificates).

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAV7

         

        ISIN NO.: US36252TAV70

         

        COMMON CODE NO.: 142044269

         

        CERTIFICATE NO.: [A-S-1]



 






    A-9-3 


    	 



    

 








CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4 


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-9-5 


    	 



    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






    A-9-6 


    	 



    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-9-7 


    	 



    

 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates


 






    A-9-8 


    	 



    

 


may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-9-9 


    	 



    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-9-10 


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-9-11 


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-9-12 


    	 



    

 





EXHIBIT
A-10


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 





 






 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.




 






    A-10-1 


    	 



    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-10-2 


    	 



    




 


	
        PASS-THROUGH RATE: THE LESSER OF 3.759% AND THE WEIGHTED AVERAGE
        NET MORTGAGE RATE

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $42,224,000. The
        Aggregate Initial Certificate BALANCE of the Class B         Certificates represents the maximum aggregate Certificate
        BALANCE of the Class B Certificates (without giving effect to any exchanges         for other Exchangeable Certificates or
        any issuance of the Class PEZ Certificates).

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAW5

         

        ISIN NO.: US36252TAW53

         

        COMMON CODE NO.: 142044277

         

        CERTIFICATE NO.: [B-1]



  



    A-10-3 


    	 



    







 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-10-4 


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-10-5 


    	 



    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






    A-10-6 


    	 



    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-10-7 


    	 



    

 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates


 






    A-10-8 


    	 



    

 


may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-10-9 


    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-10-10 


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-10-11 


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-10-12 


    	 



    




EXHIBIT A-11


 


FORM OF CLASS PEZ CERTIFICATE


 


CLASS PEZ


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS PEZ


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


 






 


1
     Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend.


 






     A-11-1


     

    

 



THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates), the Class B Regular Interest (and, correspondingly, to the extent evidencing an interest in the
Class B Regular Interest, the Class B and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 



     A-11-2


     

    




 





	
        PASS-THROUGH RATE: N/A. THE CLASS PEZ CERTIFICATES WILL BE ENTITLED
        TO RECEIVE THE SUM OF THE INTEREST DISTRIBUTABLE ON THE PERCENTAGE INTERESTS OF THE CLASS A-S, CLASS B AND CLASS C REGULAR INTERESTS
        REPRESENTED BY THE CLASS PEZ CERTIFICATES

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE

OF THE CLASS PEZ CERTIFICATES AS OF THE CLOSING DATE: $122,918,000. The Aggregate Initial Certificate BALANCE of the
Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate BALANCEs of the Class A-S, Class B and
Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate
BALANCE of the Class PEZ Certificates that could be issued in an exchange. 
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAX3

         

        ISIN NO.: US36252TAX37

         

        COMMON CODE NO.: 142527839

         

        CERTIFICATE NO.: [PEZ-1]

         






 






     A-11-3


     

    




 


CLASS PEZ
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class PEZ Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class PEZ Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






     A-11-4


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class PEZ Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






     A-11-5


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class PEZ Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






     A-11-6


     

    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






     A-11-7


     

    

 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)  
       reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in
any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion
Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates


 






     A-11-8


     

    

 


may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-11-9


     

    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS PEZ CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-11-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-11-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-11-12


     

    





 


EXHIBIT A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 





 



  


1
        Legend required as long as DTC is
the Depository under the Pooling and Servicing Agreement.


 


2
        Book-Entry Certificate legend.



 






     A-12-1


     

    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates) and the Class B Regular Interest (and, correspondingly, to the extent evidencing an interest in
the Class B Regular Interest, the Class B and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-12-2


     

    




 


	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE
        3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE

OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $35,656,000. The Aggregate Initial Certificate BALANCE of the
Class C Certificates represents the maximum aggregate Certificate BALANCE of the Class C Certificates (without giving effect
to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates). 
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAY1

         

        ISIN NO.: US36252TAY10

         

        COMMON CODE NO.: 142044234

         

        CERTIFICATE NO.: [C-1] 



 





 



 


3 The
initial approximate Pass-Through Rate as of the Closing Date is 4.681%.



 






     A-12-3


     

    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






     A-12-4


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






     A-12-5


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






     A-12-6


     

    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






     A-12-7


     

    

 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates


 






     A-12-8


     

    

 


may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



     A-12-9


     

    




 










IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-12-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-12-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-12-12


     

    

 


EXHIBIT
A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.





 


 



 


1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 


3     
Book-Entry Certificate legend.






 






     A-13-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS PEZ AND CLASS
C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



     A-13-2


     

    




 


	
        PASS-THROUGH RATE: 2.753%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $42,223,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAA3

               36252TAB1 

               U04068AA7

         

        ISIN NO.: US36252TAA34 

           US36252TAB17 

           USU04068AA77

         

        COMMON CODE NO.: 142191318

         

        CERTIFICATE NO.: [D-1] [D-S-1] 



 






     A-13-3


     

    

 





CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






     A-13-4


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






     A-13-5


     

    

 





by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






     A-13-6


     

    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






     A-13-7


     

    

 





(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)    
      reduce the aforesaid percentage of Certificates of any Class the Holders of which are
required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such
case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as
applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






     A-13-8


     

    

 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-13-9


     

    




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-13-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-13-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-13-12


     

    

 


EXHIBIT A-14


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






 


1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 


3     
Book-Entry Certificate legend.



 






     A-14-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






     A-14-2


     

    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ,
CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



     A-14-3


     

    

 


	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE
        4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
        CERTIFICATES AS OF THE CLOSING DATE: $20,643,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAE5 

              36252TAF2 

              U04068AC3

         

        ISIN NO.: US36252TAE55 

           US36252TAF21 

           USU04068AC34

         

        COMMON CODE NO.: 142191539

         

        CERTIFICATE NO.: [E-1] [E-S-1] 

	 	 	 



  





 



 


4 The initial approximate Pass-Through Rate as of the Closing Date is 4.681%.



 






     A-14-4


     

    






 


CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






     A-14-5


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






     A-14-6


     

    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






     A-14-7


     

    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






     A-14-8


     

    

 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






     A-14-9


     

    

 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



     A-14-10


     

    




 


 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May 31, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-14-11


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-14-12


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-14-13


     

    

 


 


EXHIBIT
A-15


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 

		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
                                         Certificate legend.



 






     A-15-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






     A-15-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ, CLASS
C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-15-3


     


    

 


	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE
        4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS F
        CERTIFICATES AS OF THE CLOSING DATE: $7,506,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAG0

               36252TAH8

               U04068AD1

         

        ISIN NO.:  US36252TAG04

            US36252TAH86

            USU04068AD17

         

        COMMON CODE NO.: 142191954

         

        CERTIFICATE NO.: [F-1] [F-S-1]

	 	 	 


 


 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.681%.


 






     A-15-4


     


    

 


CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution


 






     A-15-5


     


    

 


Date.
Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 






     A-15-6


     


    

 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






     A-15-7


     


    

 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-15-8


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 






     A-15-9


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-15-10


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement

	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	May 31, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-15-11


     


    

 

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  




 






     A-15-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






     A-15-13


     


    

 


EXHIBIT
A-16


 


FORM OF CLASS G CERTIFICATE


 


CLASS G


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 

 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend.


 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
                                         Certificate legend.


 






     A-17-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH


 






     A-17-2


     


    

 


BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ, CLASS
C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 






     A-17-3


     


    

 


	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        10, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS G
        CERTIFICATES AS OF THE CLOSING DATE: $31,903,230

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAJ4

               36252TAK1

               U04068AE9

         

        ISIN NO.:  US36252TAJ43

            US36252TAK16

            USU04068AE99

         

        COMMON CODE NO.: 142192039

         

        CERTIFICATE NO.: [G-1] [G-S-1]

	 	 	 


 


 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.681%.


 






     A-17-4


     


    

 


CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 






     A-17-5


     


    

 


Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 






     A-17-6


     


    

 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 






     A-17-7


     


    

 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






     A-17-8


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer,
the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse
REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 






     A-17-9


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-17-10


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	May 31, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-17-11


     


    

 



ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  


 






     A-17-12


     


    

 



DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






     A-17-13


     


    

 


EXHIBIT
A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


GS
MORTGAGE SECURITIES TRUST 2016-GS2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS2, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN


 






     A-17-1


     


    

 


ACCORDANCE WITH RULE 903 OR RULE 904
OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT
A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS
THAT ARE NOT U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE PSA, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT
A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE
OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS
DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX
LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED
WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE
TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.
ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION
OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE
REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), AND THEREFORE,
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED
IN TREASURY REGULATIONS.]


 






     A-17-2


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 31, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
10, 2016 

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        TORCHLIGHT LOAN SERVICES, LLC

         

        VERITAS
        MULTIFAMILY POOL 2 SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36252TAL9

               36252TAM7

               U04068AF6

         

        ISIN NO.: US36252TAL98

           US36252TAM71

           USU04068AF64

         

        CERTIFICATE NO.: R-1

	 	 	 	 	 


 






     A-17-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT [●]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the Veritas
Multifamily Pool 2 Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative” within the meaning
of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and the Certificate
Administrator is hereby irrevocably appointed and shall perform all the duties of the “tax matters person” and the
“partnership representative” of each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or


 






     A-17-4


     


    

 


currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either
(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
or using


 






     A-17-5


     


    

 


the
assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and that it agrees to be
bound by and to abide by the provisions of Section 5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding the delivery
of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge or
reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent
of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) not
to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit and
(2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the
Veritas Multifamily Pool 2 Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any
notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 






     A-17-6


     


    

 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 






     A-17-7


     


    

 


material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the Veritas Multifamily Pool 2 Special Servicer will be required to consent to
any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s
expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent
have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,


 






     A-17-8


     


    

 


the
General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer, as applicable, the Master
Servicer or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’
prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination
of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-17-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	May 31, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






     A-17-10


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.

  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  


 








     A-17-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 






     A-17-12


     


    

 
























































 


 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    B-1 


     

    




 










	GS2
    Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Cut-Off
    Date Balance ($)	 	Mortgage
    Loan Rate (%)	 	Remaining
    Term To Maturity (Mos.)	 	Maturity
    Date	 	Remaining
    Amortization Term (Mos.)	 	Servicing
    Fee Rate (%)
	1	 	1	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	 	 	 	 	 	 	 	 	75,000,000	 	4.0755%	 	57	 	2/6/2021	 	0	 	0.00250%
	1.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	645
    Stockton Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	400
    Duboce Avenue	 	San
    Francisco	 	California	 	94117	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	950
    Franklin Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	1340-1390
    Taylor Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	601
    O’Farrell Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	2677
    Larkin Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	1801
    Gough Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	4FOAY1	 	845
    California Street	 	845
    California Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	1290
    20th Avenue	 	San
    Francisco	 	California	 	94122	 	 	 	 	 	 	 	 	 	 	 	 
	1.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	78
    Buchanan Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	1870
    Pacific Avenue	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	500
    Stanyan Street	 	San
    Francisco	 	California	 	94117	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	540
    Leavenworth Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	1401
    Jones Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	4FOAY1	 	676
    Geary Street	 	676
    Geary Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	100
    Broderick Street	 	San
    Francisco	 	California	 	94115	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	4FOAY1	 	2075
    Market Street	 	2075
    Market Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	621
    Stockton Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	1660
    Bay Street	 	San
    Francisco	 	California	 	94123	 	 	 	 	 	 	 	 	 	 	 	 
	1.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	655
    Stockton Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	2238
    Hyde Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	2600
    Van Ness Avenue	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	355
    Fulton Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	1520
    Gough Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	1126
    Bush Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	1547
    Clay Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	4FOAY1	 	840
    California Street	 	840
    California Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	4FOAY1	 	925
    Geary Street	 	925
    Geary Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	691
    O’Farrell Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	2363
    Van Ness Avenue	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	1840
    Clay Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	4FOAY1	 	1020
    Post Street	 	1020
    Post Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	2975
    Van Ness Avenue	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	755
    O’Farrell Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	106
    Sanchez Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	1.36	 	 	 	4FOAY1	 	709
    Geary Street	 	709
    Geary Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	1440
    Sutter Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.38	 	 	 	4FOAY1	 	1690
    North Point	 	1690
    North Point	 	San
    Francisco	 	California	 	94123	 	 	 	 	 	 	 	 	 	 	 	 
	1.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	1753
    Mason Street	 	San
    Francisco	 	California	 	94133	 	 	 	 	 	 	 	 	 	 	 	 
	1.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	915
    Pierce Street	 	San
    Francisco	 	California	 	94115	 	 	 	 	 	 	 	 	 	 	 	 
	1.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	520
    Buchanan Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	3210
    Gough Street	 	San
    Francisco	 	California	 	94123	 	 	 	 	 	 	 	 	 	 	 	 
	1.43	 	 	 	4FOAY1	 	124
    Mason Street	 	124
    Mason Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.44	 	 	 	4FOAY1	 	50
    Joice Street	 	50
    Joice Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	1.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	2038
    Divisadero Street	 	San
    Francisco	 	California	 	94115	 	 	 	 	 	 	 	 	 	 	 	 
	1.46	 	 	 	4FOAY1	 	340
    Church Street	 	340
    Church Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	1.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	411
    15th Avenue	 	San
    Francisco	 	California	 	94118	 	 	 	 	 	 	 	 	 	 	 	 
	1.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	1855
    10th Avenue	 	San
    Francisco	 	California	 	94122	 	 	 	 	 	 	 	 	 	 	 	 
	1.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	1260
    Broadway Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	449
    O’Farrell Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.51	 	 	 	4FOAY1	 	235
    Church Street	 	235
    Church Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	1.52	 	 	 	4FOAY1	 	4540
    California Street	 	4540
    California Street	 	San
    Francisco	 	California	 	94118	 	 	 	 	 	 	 	 	 	 	 	 
	1.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	2500
    Van Ness Avenue	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	346
    Leavenworth Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	1.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	3264-3274
    Mission Street	 	San
    Francisco	 	California	 	94110	 	 	 	 	 	 	 	 	 	 	 	 
	1.56	 	 	 	4FOAY1	 	3715
    California Street	 	3715
    California Street	 	San
    Francisco	 	California	 	94118	 	 	 	 	 	 	 	 	 	 	 	 
	1.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	325
    9th Avenue	 	San
    Francisco	 	California	 	94118	 	 	 	 	 	 	 	 	 	 	 	 
	1.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	1656
    Leavenworth Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	1.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	252-258
    Church Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	1.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	500-506
    Bartlett Street	 	San
    Francisco	 	California	 	94110	 	 	 	 	 	 	 	 	 	 	 	 
	1.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	1500-1514
    Geneva Avenue	 	San
    Francisco	 	California	 	94112	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	2	 	4FS2M3	 	Twenty
    Ninth Street	 	1710
    29th Street	 	Boulder	 	Colorado	 	80301	 	75,000,000	 	4.0970%	 	117	 	2/6/2026	 	0	 	0.00500%
	3	 	3	 	4F37K9	 	Panorama
    Corporate Center	 	7630
    and 7670 South Chester Street and 9200, 9401, 9501 and 9601 East Panorama Circle	 	Centennial	 	Colorado	 	80112	 	74,500,000	 	4.7815%	 	117	 	2/6/2026	 	0	 	0.00500%
	4	 	 	 	6A1FP3	 	Cedarbrook
    Plaza	 	1000
    Easton Road	 	Wyncote	 	Pennsylvania	 	19095	 	58,500,000	 	4.5700%	 	120	 	5/6/2026	 	0	 	0.00500%
	5	 	4	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	 	 	 	 	 	 	 	 	55,000,000	 	3.1458%	 	57	 	2/6/2021	 	0	 	0.00500%
	5.01	 	 	 	4FOB38	 	701
    Taylor Street	 	701
    Taylor Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	1301
    Leavenworth Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	 	 	4FOB38	 	947
    Bush Street	 	947
    Bush Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	 	 	4FOB38	 	685
    Geary Street	 	685
    Geary Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	 	 	4FOB38	 	3809
    20th Street	 	3809
    20th Street	 	San
    Francisco	 	California	 	94114	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	434
    Leavenworth Street	 	San
    Francisco	 	California	 	94102	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	 	 	4FOB38	 	1050
    Post Street	 	1050
    Post Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	 	 	4FOB38	 	814
    California Street	 	814
    California Street	 	San
    Francisco	 	California	 	94108	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	 	 	4FOB38	 	267-273
    Green Street	 	267-273
    Green Street	 	San
    Francisco	 	California	 	94133	 	 	 	 	 	 	 	 	 	 	 	 
	5.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	2898
    Jackson Street	 	San
    Francisco	 	California	 	94115	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	 	 	 	4FOB38	 	3820
    Scott Street	 	3820
    Scott Street	 	San
    Francisco	 	California	 	94123	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	 	 	 	4FOB38	 	600
    Oak Street	 	600
    Oak Street	 	San
    Francisco	 	California	 	94117	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	 	 	 	4FOB38	 	861
    Post Street	 	861
    Post Street	 	San
    Francisco	 	California	 	94109	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	 	 	 	4FOB38	 	3783
    20th Street	 	3783
    20th Street	 	San
    Francisco	 	California	 	94110	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	1OA497	 	Hampton
    Inn San Diego Mission Valley	 	2151
    Hotel Circle South	 	San
    Diego	 	California	 	92108	 	33,000,000	 	5.0640%	 	116	 	1/6/2026	 	360	 	0.00500%
	7	 	 	 	5X24H8	 	Fairview
    Plaza	 	5940-5970
    Fairview Road	 	Charlotte	 	North
    Carolina	 	28210	 	29,815,047	 	4.6750%	 	115	 	12/6/2025	 	355	 	0.00500%
	8	 	5	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	 	 	 	 	 	 	 	 	24,946,809	 	5.3050%	 	118	 	3/6/2026	 	358	 	0.00500%
	8.01	 	 	 	7NKAK1-1	 	SpringHill
    Suites Pittsburgh North Shore	 	223
    Federal Street	 	Pittsburgh	 	Pennsylvania	 	15212	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	 	 	6A1FP3-2	 	Residence
    Inn Pittsburgh North Shore	 	574
    West General Robinson Street	 	Pittsburgh	 	Pennsylvania	 	15212	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	4F36JE	 	Aloft
    Sunnyvale	 	170
    South Sunnyvale Avenue	 	Sunnyvale	 	California	 	94086	 	23,000,000	 	5.1400%	 	117	 	2/6/2026	 	360	 	0.00500%
	10	 	 	 	6A1RU9	 	Deerbrook
    Plaza	 	9815
    Farm to Market 1960	 	Humble	 	Texas	 	77338	 	22,000,000	 	4.9830%	 	120	 	5/6/2026	 	360	 	0.00500%
	11	 	 	 	4F39A9	 	18th
    Avenue	 	6620
    18th Avenue	 	Brooklyn	 	New
    York	 	11204	 	18,352,100	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	12	 	 	 	4F39B7	 	86th
    Street	 	1501
    86th Street	 	Brooklyn	 	New
    York	 	11228	 	18,149,300	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	13	 	 	 	5XXQ78	 	Highlands
    Shopping Center	 	16660
    Highlands Center Boulevard	 	Bristol	 	Virginia	 	24202	 	17,250,000	 	4.8720%	 	116	 	1/6/2026	 	360	 	0.00500%
	14	 	 	 	4W2T44	 	Residence
    Inn Princeton	 	3563
    US Route 1	 	Princeton	 	New
    Jersey	 	08540	 	16,500,000	 	4.5555%	 	120	 	5/6/2026	 	360	 	0.00500%
	15	 	 	 	4F39E1	 	Junction
    Boulevard	 	38-02
    Junction Boulevard	 	Corona	 	New
    York	 	11368	 	15,779,000	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	16	 	 	 	1OARB7	 	Lakeshore
    Apartments	 	420-727
    Beachfront Drive, 7917-7950 Beachfront Court and 8101-8331 Sail Drive	 	Evansville	 	Indiana	 	47715	 	15,250,000	 	4.7740%	 	116	 	1/6/2026	 	360	 	0.03500%
	17	 	 	 	6A1F81	 	Hidden
    Creek Village	 	6719
    Cliffdale Road	 	Fayetteville	 	North
    Carolina	 	28314	 	15,131,549	 	4.9270%	 	119	 	4/6/2026	 	359	 	0.00500%
	18	 	 	 	4F39D3	 	Wyckoff
    Avenue	 	329
    Wyckoff Avenue	 	Ridgewood	 	New
    York	 	11385	 	14,255,500	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	19	 	 	 	5XKOV5	 	Cove
    at Coastal Carolina	 	1142
    Highway 544	 	Conway	 	South
    Carolina	 	29526	 	13,950,000	 	4.7480%	 	115	 	12/6/2025	 	360	 	0.00500%
	20	 	 	 	4F38W2	 	Beverley
    Road	 	112-114
    Beverley Road	 	Brooklyn	 	New
    York	 	11218	 	13,891,900	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	21	 	 	 	6A1ET6	 	Chapel
    Hill Commons	 	4919
    Flat Shoals Parkway	 	Decatur	 	Georgia	 	30034	 	11,570,000	 	4.4010%	 	120	 	5/6/2026	 	0	 	0.00500%
	22	 	 	 	4F39C5	 	Stillwell
    Avenue	 	2018
    Stillwell Avenue	 	Brooklyn	 	New
    York	 	11223	 	10,246,400	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	23	 	 	 	4F1939	 	Westrock
    Industrial	 	6902
    West Northern Avenue	 	Glendale	 	Arizona	 	85303	 	10,110,000	 	4.8870%	 	120	 	5/6/2026	 	360	 	0.00500%
	24	 	 	 	4F2FN6	 	Iliff
    Commons Shopping Center	 	12201-12293
    East Iliff Avenue	 	Aurora	 	Colorado	 	80014	 	9,900,000	 	5.0710%	 	119	 	4/6/2026	 	360	 	0.00500%
	25	 	 	 	6A15N4	 	Winco
    Alaska Warehouse	 	4831
    Old Seward Highway	 	Anchorage	 	Alaska	 	99503	 	9,686,756	 	4.3000%	 	119	 	4/6/2026	 	359	 	0.00500%
	26	 	 	 	4FRME3	 	Troy
    Towne Center	 	1803
    West Main Street	 	Troy	 	Ohio	 	45373	 	9,300,000	 	4.5610%	 	117	 	2/6/2026	 	360	 	0.00500%
	27	 	 	 	6A1A45	 	Bellam
    Self Storage and Boxes	 	24
    Bellam Boulevard	 	San
    Rafael	 	California	 	94901	 	8,425,000	 	4.9490%	 	120	 	5/6/2026	 	0	 	0.00500%
	28	 	 	 	4F18L0	 	220
    Lake Drive	 	220
    Lake Drive	 	Newark	 	Delaware	 	19702	 	6,600,000	 	4.7050%	 	117	 	2/6/2026	 	360	 	0.00500%
	29	 	 	 	4F38X0	 	Church
    Avenue	 	5001-5005
    Church Avenue	 	Brooklyn	 	New
    York	 	11203	 	6,581,700	 	4.8495%	 	117	 	2/6/2026	 	0	 	0.00500%
	30	 	 	 	4FFCK6	 	McMinn
    Plaza	 	921
    Decatur Pike	 	Athens	 	Tennessee	 	37303	 	6,110,000	 	4.7100%	 	117	 	2/6/2026	 	360	 	0.00500%
	31	 	 	 	1OARB7	 	Key
    Self Storage	 	206
    Vine Street	 	Wilder	 	Kentucky	 	41076	 	6,000,000	 	4.5980%	 	116	 	1/6/2026	 	360	 	0.00500%
	32	 	 	 	6A1DD2	 	Comerica
    Bank and KFC Portfolio	 	 	 	 	 	 	 	 	 	6,000,000	 	5.0000%	 	60	 	5/6/2021	 	0	 	0.00500%
	32.01	 	 	 	6A1DD2-	 	Comerica
    Houston 4604	 	16211
    Space Center Boulevard	 	Houston	 	Texas	 	77062	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	6A1DD2-	 	Comerica
    Humble	 	111
    FM 1960 Bypass Road East	 	Humble	 	Texas	 	77338	 	 	 	 	 	 	 	 	 	 	 	 
	32.03	 	 	 	6A1DD2-	 	Comerica
    Houston 4605	 	855
    FM 1960 Road West	 	Houston	 	Texas	 	77090	 	 	 	 	 	 	 	 	 	 	 	 
	32.04	 	 	 	6A1DD2-	 	Comerica
    Deer Park	 	1500
    Center Street	 	Deer
    Park	 	Texas	 	77536	 	 	 	 	 	 	 	 	 	 	 	 
	32.05	 	 	 	6A1DD2-	 	KFC
    Greenville	 	6010
    Wesley Street	 	Greenville	 	Texas	 	75402	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	5XSYF2	 	Times
    Square Retail Center	 	6820
    West Flamingo Road	 	Las
    Vegas	 	Nevada	 	89103	 	4,800,000	 	4.4700%	 	117	 	2/6/2026	 	0	 	0.00500%
	34	 	 	 	4F2FK2	 	Shoppes
    at Parker Commons	 	2701
    South Parker Road	 	Aurora	 	Colorado	 	80014	 	4,800,000	 	5.4610%	 	119	 	4/6/2026	 	360	 	0.00500%
	35	 	 	 	4F3LP2	 	Clayton
    Village	 	10105
    US Highway 70 West	 	Clayton	 	North
    Carolina	 	27520	 	4,215,000	 	4.6300%	 	117	 	2/6/2026	 	360	 	0.00500%
	36	 	 	 	4F3L49	 	Greenview
    Apartments	 	7522
    North Greenview Avenue	 	Chicago	 	Illinois	 	60626	 	3,840,000	 	5.4230%	 	119	 	4/6/2026	 	360	 	0.00500%
	37	 	 	 	6A1SJ3	 	Rite
    Aid Ashland	 	419
    Claremont Avenue	 	Ashland	 	Ohio	 	44805	 	3,187,169	 	4.9945%	 	119	 	4/6/2026	 	0	 	0.00500%


 



     


     


    




 


	GS2
    Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Subservicing
    Fee Rate (%)	 	Mortgage
    Loan Seller	 	Crossed
    Group	 	ARD
    (Yes / No)	 	Companion
    Loan Flag	 	Companion
    Loan Cut-off Balance	 	Companion
    Loan Interest Rate	 	Companion
    Loan Remaining Term To Maturity (Mos.)	 	Companion
    Loan Maturity Date	 	Companion
    Loan Remaining Amortization Term (Mos.)
	1	 	1	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	0.00125%	 	GSMC	 	NAP	 	No	 	Yes	 	155,250,000	 	4.07547%	 	57	 	2/6/2021	 	0
	1.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	2	 	4FS2M3	 	Twenty
    Ninth Street	 	0.00000%	 	GSMC	 	NAP	 	No	 	Yes	 	75,000,000	 	4.09700%	 	117	 	2/6/2026	 	0
	3	 	3	 	4F37K9	 	Panorama
    Corporate Center	 	0.01000%	 	GSMC	 	NAP	 	No	 	Yes	 	58,500,000	 	4.78150%	 	117	 	2/6/2026	 	0
	4	 	 	 	6A1FP3	 	Cedarbrook
    Plaza	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	4	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	0.00000%	 	GSMC	 	NAP	 	No	 	Yes	 	21,000,000	 	3.71042%	 	57	 	2/6/2021	 	0
	5.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	1OA497	 	Hampton
    Inn San Diego Mission Valley	 	0.02000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	5X24H8	 	Fairview
    Plaza	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	5	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	0.00000%	 	GSMC	 	NAP	 	No	 	Yes	 	43,906,384	 	5.30500%	 	118	 	3/6/2026	 	358
	8.01	 	 	 	7NKAK1-1	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	 	 	6A1FP3-2	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	4F36JE	 	Aloft
    Sunnyvale	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	6A1RU9	 	Deerbrook
    Plaza	 	0.03000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	4F39A9	 	18th
    Avenue	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	4F39B7	 	86th
    Street	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	5XXQ78	 	Highlands
    Shopping Center	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	4W2T44	 	Residence
    Inn Princeton	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	4F39E1	 	Junction
    Boulevard	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	1OARB7	 	Lakeshore
    Apartments	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	6A1F81	 	Hidden
    Creek Village	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	4F39D3	 	Wyckoff
    Avenue	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	5XKOV5	 	Cove
    at Coastal Carolina	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	4F38W2	 	Beverley
    Road	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	6A1ET6	 	Chapel
    Hill Commons	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	4F39C5	 	Stillwell
    Avenue	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	4F1939	 	Westrock
    Industrial	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	4F2FN6	 	Iliff
    Commons Shopping Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	6A15N4	 	Winco
    Alaska Warehouse	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	4FRME3	 	Troy
    Towne Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	6A1A45	 	Bellam
    Self Storage and Boxes	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	4F18L0	 	220
    Lake Drive	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	4F38X0	 	Church
    Avenue	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	4FFCK6	 	McMinn
    Plaza	 	0.06000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	1OARB7	 	Key
    Self Storage	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	6A1DD2	 	Comerica
    Bank and KFC Portfolio	 	0.04000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	32.01	 	 	 	6A1DD2-	 	Comerica
    Houston 4604	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	6A1DD2-	 	Comerica
    Humble	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.03	 	 	 	6A1DD2-	 	Comerica
    Houston 4605	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.04	 	 	 	6A1DD2-	 	Comerica
    Deer Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.05	 	 	 	6A1DD2-	 	KFC
    Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	5XSYF2	 	Times
    Square Retail Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	4F2FK2	 	Shoppes
    at Parker Commons	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	4F3LP2	 	Clayton
    Village	 	0.06000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4F3L49	 	Greenview
    Apartments	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6A1SJ3	 	Rite
    Aid Ashland	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 


 


	1	The
    Cut-off Date Principal Balance of $75,000,000 represents the non-controlling note A-2 of a $480,000,000 whole loan evidenced
    by three senior pari passu notes and one subordinate note B.  The related companion loans are evidenced by the non-controlling
    note A-1, the non-controlling note A-3 and the controlling subordinate note B.  Note A-1 ($100,000,000) and subordinate
    note B ($249,750,000), with an aggregate outstanding principal balance of $349,750,000 as of the Cut-off Date, were contributed
    to the GS Mortgage Securities Corporation Trust 2016-RENT (“GSMS 2016-RENT”) transaction and note A-3, with an
    outstanding principal balance as of the Cut-off Date of $55,250,000 is expected to be contributed to one or more future securitization
    transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal
    balance of the Veritas Multifamily Pool 1 Senior Loans of $230,250,000.
	2	The
    Cut-off Date Principal Balance of $75,000,000 represents the controlling note A-1 of a $150,000,000 whole loan co-originated
    by Goldman Sachs Mortgage Company and UBS Real Estate Securities Inc., evidenced by three pari passu notes. The related companion
    loans are evidenced by the non-controlling note A-2 with a principal balance as of the Cut-off Date of $40,000,000, which
    was originated by UBS Real Estate Securities Inc. and was contributed to the MSC 2016-UBS9 securitization, and the non-controlling
    note A-3 with a principal balance of $35,000,000, which is currently owned and held by UBS Real Estate Securities Inc. or
    an affiliate thereof, and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV
    Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
    Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $150,000,000.
	3	The
    Cut-off Date Principal Balance of $74,500,000 represents the controlling note A-1 of a $133,000,000 whole loan evidenced by
    two pari passu notes. The non-controlling companion loan, evidenced by note A-2 with an aggregate principal balance as of
    the Cut-off Date of $58,500,000 is expected to be contributed to one or more future securitization transactions. Cut-off Date
    LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
    Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $133,000,000.
	4	The
    Cut-off Date Principal Balance of $55,000,000 represents the non-controlling note A-1 of a $96,000,000 whole loan evidenced
    by two pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note
    A-2 with a principal balance as of the Cut-off Date of $21,000,000, which is expected to be contributed to one or more future
    securitization transactions and the controlling note B with a principal balance as of the Cut-off Date of $20,000,000.  Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the Veritas Multifamily
    Pool 2 Senior Loans of $76,000,000.
	5	The
    Cut-off Date Principal Balance of $24,946,809 represents the controlling note A-1 of a $69,000,000 whole loan evidenced by
    two pari passu notes. The non-controlling companion loan, evidenced by note A-2 with an aggregate principal balance as of
    the Cut-off Date of $43,906,384 is expected to be contributed to one or more future securitization transactions. Cut-off Date
    LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
    Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $68,853,193.


 






     


     


    








 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust
                                         2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Torchlight Loan Services,
LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, on behalf of the holders of GS Mortgage Securities Trust 2016-GS2,
Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 (the “Certificates”) in connection with the transfer
by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


		1.	Check one of the following:*



 


		☐	The Purchaser is not purchasing a Class R Certificate
and the Purchaser is an institution that is an “accredited investor” (an “Institutional Accredited Investor”)
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 


 



 


*
Purchaser must include one of the following two certifications.


 



    Exhibit C-1 


     

    

 


Securities Act
of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within such
paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the
economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs
incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.           The Purchaser’s intention
is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other
transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale in connection with,
any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited Investors, subject
in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof,
(x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar
of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by
it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate) has
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.           The Purchaser has reviewed
the Prospectus relating to the Offered Certificates (and, with respect to Offered Private Certificates, the Offering Circular related
to such Offered Private Certificates) and the agreements and other materials referred to therein and has had the opportunity to
ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


 


4.           The Purchaser acknowledges
that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the
Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold,
pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 



    Exhibit C-2 


     

    




 


5.           The Purchaser hereby undertakes
to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate or
Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto.
This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.


 


6.           The Purchaser will not
sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 


7.           Check one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below)
and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect
to distributions to be made on the Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS
Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and
states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
the Certificate and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected
to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
[IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor
IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent


 


 






 


** Each Purchaser must include one
of the two alternative certifications.


 


*** Does not apply to a transfer of
Class R Certificates.






 






    Exhibit C-3 


     

    

 


provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.           Please make all payments
due on the Certificates:****


 


		☐	(a)         by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 


		Bank:	 	 






		ABA#:	 	 






		Account #:	 	 






		Attention:	 	 



 


		☐	(b)         by
mailing a check or draft to the following address:









		 	 





		 	 





		 	 



 


9.           If the Purchaser is purchasing
a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for U.S. federal income
tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts or other pass-through
entities by a Disqualified Non-U.S. Tax Person.


 


		Very truly yours,



 


		 
	 	[The Purchaser]






 


		By:	
 	 
	 	 	Name:	 
	 	 	Title:	 



 


Dated:


 


 






 


**** Only to be filled out by Purchasers of Definitive Certificates.
Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s
Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.





 



    Exhibit C-4 


     

    




 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
– GS 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS2 (the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of May 1, 2016, by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee,
Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor



 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.           I am a [______] of [______]
(the “Purchaser”), on behalf of which I have the authority
to make this affidavit.


 


2.           The Purchaser is acquiring
Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each,
a “REMIC”) designated as the (i) “Lower-Tier
REMIC” and (ii) “Upper-Tier REMIC”,
respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code
of 1986 (the “Code”).


 


3.           The Purchaser is not a
“Disqualified Organization” (as defined below), and
that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the
transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision thereof, any possession
of the United States or any agency or instrumentality of any of the foregoing (other


 



    Exhibit D-1-1 


     

    




 


than
an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority
of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization
or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter
1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class
R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.           The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for
the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.           The Purchaser is a Permitted
Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


6.           No purpose of the acquisition
of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The Purchaser will not
cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the Purchaser or any other person.


 


8.           Check the applicable paragraph:


 


☐          The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


 


(i)          the present value of any
consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the present value of
the expected future distributions on such Class R Certificate; and


 


(iii)        the present value of
the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2 


     

    

 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser
has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Purchaser.


 


☐          The transfer of the
Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the Purchaser is an “eligible
corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate
will only be taxed in the United States;


 


(ii)         at the time of the transfer,
and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for
financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the Purchaser will transfer
the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations Section
1.860E-1(c)(5); and


 


(iv)        the Purchaser determined
the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited
to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


9.           The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.         The Purchaser understands
that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.


 


11.         The Purchaser is aware
that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3 


     

    

 


12.         The Purchaser represents
that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted Transferee
and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.         The Purchaser consents
to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.         The Purchaser has reviewed
the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Class
R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.         The Purchaser consents
to the designation of the Certificate Administrator as the agent of the “tax matters person” and “partnership
representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


 


		By:	 
	 	 	Name:
	 	 	Title:






 





		By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-1-4 


     

    




 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





		 
	 	NOTARY PUBLIC in and for the

State of _______________
	 	 
	[SEAL]	 


 


My Commission expires:


 


	 	 



 



    Exhibit D-1-5 


     

    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate
Trust Services – GS 2016-GS2


 


		Re:	GS Mortgage Securities
                                         Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, Class
                                         R (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Torchlight Loan Services,
LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)          No purpose of the Transferor
relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment
or collection of any tax.


 


(2)          The Transferor understands
that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


 


(3)          The Transferor has at
the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee
has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be respected for United States income tax purposes (and the Transferor may continue to be liable


 



    Exhibit D-2-1 


     

    




 


for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-2-2 


     

    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer] 	 
	 	
        [General Special Servicer]

        [Veritas Multifamily 

Pool 2 Special Servicer]

        Loan No.:
	

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2
	 	 	 
	 	Custodian/Trustee 

Mortgage File No.:	
 
	 	 	 
	Depositor
	 
	 	Name:	GS Mortgage Securities Corporation II
	 	 	 
	 	Address:	
        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

	 	 	 
	 	Certificates:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2


 


The undersigned [Master Servicer]
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] hereby requests delivery from Wells Fargo Bank, National
Association, as custodian (the “Custodian”) on behalf
of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of GS Mortgage Securities
Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as


 






    Exhibit E-1 


     

    

 


of
May 1, 2016, by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors,
LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor (the “Pooling and Servicing
Agreement”).


 





		(  )	 	 


 


		(  )	 	 


 





		(  )	 	 


 





		(  )	 	 


 


The undersigned [Master Servicer]
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The [Master Servicer]
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] shall hold and retain possession of the Documents in trust
for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The [Master Servicer]
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] shall not cause or permit the Documents to become subject
to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [Master
Servicer] [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] assert or seek to assert any claims or rights
of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)          The [Master Servicer]
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] shall return the Documents to the Custodian when the need
therefor no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the
proceeds thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The Documents and any
proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [General Special
Servicer] [Veritas Multifamily Pool 2 Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
[Master Servicer] [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] shall keep the Documents separate and
distinct from all other property in the [Master Servicer’s] [General Special Servicer’s] [Veritas Multifamily Pool
2 Special Servicer’s] possession, custody or control.


 



    Exhibit E-2 


     

    

 


	 	[____________]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    Exhibit E-3 


     

    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


GS Mortgage Securities Trust 2016-GS2


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York, 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2, Class [E][F][G] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated
as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital
Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer
and Operating Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms
in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.           The Purchaser is not and
will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section
3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan subject to any federal,
state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified


 



    Exhibit F-1-1 


     

    




 


by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.           The Purchaser understands
that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee
and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Initial Purchasers, the Operating Advisor, the Asset Representations Reviewer or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law)
in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of
the Depositor, the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





		Very truly yours,



 


		 
	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    Exhibit F-1-2 


     

    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS2, Class R Certificates (the “Class R Certificate”) issued pursuant to that certain Pooling and
Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, and Pentalpha Surveillance LLC, as Asset
Representations Reviewer and Operating Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is not and will
not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan
(including any entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such
Class R Certificate.


 






    Exhibit F-2-1 


     

    

 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





		Very truly yours,



 


	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit F-2-2 


     

    




 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 






    Exhibit G-1 


     

    

 


EXHIBIT H


 


SUPPLEMENTAL SERVICER SCHEDULE


 



    Exhibit H-1 


     

    







	GS2 Exhibit H	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Borrower
    Name	 	General
    Property Type	 	Original
    Balance ($)	 	Origination
    Date	 	Original
    Amortization Term (Mos.)	 	Remaining
    Amortization Term (Mos.)	 	Carve-out
    Guarantor	 	Letter
    of Credit	 	Upfront
    RE Tax Reserve ($)	 	Ongoing
    RE Tax Reserve ($)	 	Upfront
    Insurance Reserve ($)
	1	 	4	 	4FOAY1	 	GSMC	 	Veritas
    Multifamily Pool 1	 	100
    Broderick, LLC, 1020 Post Street, LLC, 106 Sanchez, LLC, 1126 Bush Street, LLC, 124 Mason Street Property, LLC, 1260 Broadway
    Street, LLC, 1440 Sutter Street, LLC, 1500-1514 Geneva Avenue, LLC, 1520 Gough Street, LLC, 1547 Clay Street, LLC, 1656 Leavenworth
    Street, LLC, 1660 Bay Street, LLC, 1690 North Point, LLC, 1753 Mason Street, LLC, 1801 Gough Street, LLC, 1840 Clay Street,
    LLC, 1855 10th Avenue, LLC, 2038 Divisadero Street, LLC, 2238 Hyde Street, LLC, 2363 Van Ness Avenue, LLC, 2500 Van Ness Avenue,
    LLC, 2600 Van Ness Avenue, LLC, 2975 Van Ness Avenue, LLC, 3210 Gough Street, LLC, 325 9th Avenue, LLC, 3264-3274 Mission
    Street, LLC, 340 Church Street, LLC, 346 Leavenworth Street, LLC, 355 Fulton Street, LLC, 3715 California Street, LLC, 400
    Duboce, LLC, 411 15th Avenue, LLC, 449 O’Farrell Street, LLC, 4540 California Street, LLC, 50 Joice Street, LLC, 500-506
    Bartlett Street, LLC, 520 Buchanan Street, LLC, 540 Leavenworth, LLC, 601 O’Farrell, LLC, 621 Stockton, LLC, 655 Stockton
    Street, LLC, 676 Geary Street, LLC, 691 O’Farrell Street, LLC, 709 Geary Street, LLC, 755 O’Farrell Street, LLC,
    840 California Street, LLC, 845 California Street, LLC, 915 Pierce, LLC, 925 Geary, LLC, 950 B14 DE, LLC, FEL Properties B14
    DE, LLC and LSL Properties B14 DE, LLC	 	 	 	$75,000,000	 	1/29/2016	 	0	 	0	 	Yat-Pang
    Au	 	No	 	$1,695,187	 	$290,399	 	$0
	1.01	 	 	 	4FOAY1	 	GSMC	 	645
    Stockton Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	4FOAY1	 	GSMC	 	400
    Duboce Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	4FOAY1	 	GSMC	 	950
    Franklin Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	4FOAY1	 	GSMC	 	1340-1390
    Taylor Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	4FOAY1	 	GSMC	 	601
    O’Farrell Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	4FOAY1	 	GSMC	 	2677
    Larkin Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	4FOAY1	 	GSMC	 	1801
    Gough Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	4FOAY1	 	GSMC	 	845
    California Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	4FOAY1	 	GSMC	 	1290
    20th Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.1	 	 	 	4FOAY1	 	GSMC	 	78
    Buchanan Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	4FOAY1	 	GSMC	 	1870
    Pacific Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	4FOAY1	 	GSMC	 	500
    Stanyan Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	4FOAY1	 	GSMC	 	540
    Leavenworth Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	4FOAY1	 	GSMC	 	1401
    Jones Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	4FOAY1	 	GSMC	 	676
    Geary Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	4FOAY1	 	GSMC	 	100
    Broderick Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	4FOAY1	 	GSMC	 	2075
    Market Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	4FOAY1	 	GSMC	 	621
    Stockton Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	4FOAY1	 	GSMC	 	1660
    Bay Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.2	 	 	 	4FOAY1	 	GSMC	 	655
    Stockton Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	4FOAY1	 	GSMC	 	2238
    Hyde Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	4FOAY1	 	GSMC	 	2600
    Van Ness Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	4FOAY1	 	GSMC	 	355
    Fulton Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	4FOAY1	 	GSMC	 	1520
    Gough Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	4FOAY1	 	GSMC	 	1126
    Bush Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	4FOAY1	 	GSMC	 	1547
    Clay Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	4FOAY1	 	GSMC	 	840
    California Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	4FOAY1	 	GSMC	 	925
    Geary Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	4FOAY1	 	GSMC	 	691
    O’Farrell Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.3	 	 	 	4FOAY1	 	GSMC	 	2363
    Van Ness Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	4FOAY1	 	GSMC	 	1840
    Clay Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	4FOAY1	 	GSMC	 	1020
    Post Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.33	 	 	 	4FOAY1	 	GSMC	 	2975
    Van Ness Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.34	 	 	 	4FOAY1	 	GSMC	 	755
    O’Farrell Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.35	 	 	 	4FOAY1	 	GSMC	 	106
    Sanchez Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.36	 	 	 	4FOAY1	 	GSMC	 	709
    Geary Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.37	 	 	 	4FOAY1	 	GSMC	 	1440
    Sutter Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.38	 	 	 	4FOAY1	 	GSMC	 	1690
    North Point	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.39	 	 	 	4FOAY1	 	GSMC	 	1753
    Mason Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.4	 	 	 	4FOAY1	 	GSMC	 	915
    Pierce Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.41	 	 	 	4FOAY1	 	GSMC	 	520
    Buchanan Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.42	 	 	 	4FOAY1	 	GSMC	 	3210
    Gough Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.43	 	 	 	4FOAY1	 	GSMC	 	124
    Mason Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.44	 	 	 	4FOAY1	 	GSMC	 	50
    Joice Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.45	 	 	 	4FOAY1	 	GSMC	 	2038
    Divisadero Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.46	 	 	 	4FOAY1	 	GSMC	 	340
    Church Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.47	 	 	 	4FOAY1	 	GSMC	 	411
    15th Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.48	 	 	 	4FOAY1	 	GSMC	 	1855
    10th Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.49	 	 	 	4FOAY1	 	GSMC	 	1260
    Broadway Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.5	 	 	 	4FOAY1	 	GSMC	 	449
    O’Farrell Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.51	 	 	 	4FOAY1	 	GSMC	 	235
    Church Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.52	 	 	 	4FOAY1	 	GSMC	 	4540
    California Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.53	 	 	 	4FOAY1	 	GSMC	 	2500
    Van Ness Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.54	 	 	 	4FOAY1	 	GSMC	 	346
    Leavenworth Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.55	 	 	 	4FOAY1	 	GSMC	 	3264-3274
    Mission Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.56	 	 	 	4FOAY1	 	GSMC	 	3715
    California Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.57	 	 	 	4FOAY1	 	GSMC	 	325
    9th Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.58	 	 	 	4FOAY1	 	GSMC	 	1656
    Leavenworth Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.59	 	 	 	4FOAY1	 	GSMC	 	252-258
    Church Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.6	 	 	 	4FOAY1	 	GSMC	 	500-506
    Bartlett Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.61	 	 	 	4FOAY1	 	GSMC	 	1500-1514
    Geneva Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	5	 	4FS2M3	 	GSMC	 	Twenty
    Ninth Street	 	Macerich
    Twenty Ninth Street LLC	 	Retail	 	$75,000,000	 	1/14/2016	 	0	 	0	 	Macerich
    HHF Centers LLC	 	No	 	$0	 	$0	 	$0
	3	 	6	 	4F37K9	 	GSMC	 	Panorama
    Corporate Center	 	East
    Panorama Associates, LLC	 	Office	 	$74,500,000	 	1/13/2016	 	0	 	0	 	EverWest,
    LLC	 	No	 	$0	 	$284,585	 	$0
	4	 	 	 	6A1FP3	 	GSMC	 	Cedarbrook
    Plaza	 	East
    Cedarbrook Plaza, LLC and Cedarbrook Plaza, Inc. 	 	Retail	 	$58,500,000	 	4/11/2016	 	0	 	0	 	Nassimi
    Realty Corp. and Mike M. Nassimi	 	No	 	$1,062,797	 	$116,328	 	$0
	5	 	7	 	4FOB38	 	GSMC	 	Veritas
    Multifamily Pool 2	 	SF
    1050 Post Street, LLC, SF 1301 Leavenworth Street, LLC, SF 267 Green Street, LLC, SF 2898 Jackson Street, LLC, SF 3783 20th
    Street, LLC, SF 3809 20th Street, LLC, SF 3820 Scott Street, LLC, SF 434 Leavenworth Street, LLC, SF 600 Oak Street, LLC,
    SF 685 Geary Street, LLC, SF 701 Taylor Street, LLC, SF 814 California Street, LLC, SF 861 Post Street, LLC and SF 947 Bush
    Street, LLC	 	 	 	$55,000,000	 	1/29/2016	 	0	 	0	 	Yat-Pang
    Au	 	No	 	$530,783	 	$91,118	 	$0
	5.01	 	 	 	4FOB38	 	GSMC	 	701
    Taylor Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	 	 	4FOB38	 	GSMC	 	1301
    Leavenworth Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	 	 	4FOB38	 	GSMC	 	947
    Bush Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	 	 	4FOB38	 	GSMC	 	685
    Geary Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	 	 	4FOB38	 	GSMC	 	3809
    20th Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	 	 	4FOB38	 	GSMC	 	434
    Leavenworth Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	 	 	4FOB38	 	GSMC	 	1050
    Post Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	 	 	4FOB38	 	GSMC	 	814
    California Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	 	 	4FOB38	 	GSMC	 	267-273
    Green Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	 	 	 	4FOB38	 	GSMC	 	2898
    Jackson Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	 	 	 	4FOB38	 	GSMC	 	3820
    Scott Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	 	 	 	4FOB38	 	GSMC	 	600
    Oak Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	 	 	 	4FOB38	 	GSMC	 	861
    Post Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	 	 	 	4FOB38	 	GSMC	 	3783
    20th Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	8	 	1OA497	 	GSMC	 	Hampton
    Inn San Diego Mission Valley	 	G5
    Global Partners IX, LLC	 	Hospitality	 	$33,000,000	 	12/30/2015	 	360	 	360	 	Mayur
    B. Patel	 	No	 	$125,752	 	$41,917	 	$0
	7	 	 	 	5X24H8	 	GSMC	 	Fairview
    Plaza	 	Fairview
    Plaza Buildings, LLC	 	Mixed
    Use	 	$30,000,000	 	11/13/2015	 	360	 	355	 	Riprand
    Count Arco	 	No	 	$0	 	$45,447	 	$0
	8	 	9,
    10	 	4F0B20	 	GSMC	 	Residence
    Inn and SpringHill Suites North Shore	 	North
    Shore Hospitality Associates, LP and General Robinson Associates, L.P.	 	 	 	$25,000,000	 	2/10/2016	 	360	 	358	 	Shen
    Xiao	 	No	 	$0	 	$76,003	 	$0
	8.01	 	 	 	7NKAK1-1	 	GSMC	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	 	 	6A1FP3-2	 	GSMC	 	Residence
    Inn Pittsburgh North Shore	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	11	 	4F36JE	 	GSMC	 	Aloft
    Sunnyvale	 	Infinite
    Loop Sunnyvale Hotel, LLC	 	Hospitality	 	$23,000,000	 	1/22/2016	 	360	 	360	 	Dipesh
    Gupta and Manish Gupta	 	No	 	$0	 	$10,013	 	$0
	10	 	 	 	6A1RU9	 	GSMC	 	Deerbrook
    Plaza	 	Deerbrook
    Investment Properties, Ltd.	 	Retail	 	$22,000,000	 	5/2/2016	 	360	 	360	 	Kamyar
    Mateen	 	No	 	$132,425	 	$26,485	 	$0
	11	 	 	 	4F39A9	 	GSMC	 	18th
    Avenue	 	6620
    18th Avenue Owner LLC	 	Retail	 	$18,352,100	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$25,202	 	$8,401	 	$0
	12	 	 	 	4F39B7	 	GSMC	 	86th
    Street	 	1501
    86th Street Owner LLC	 	Retail	 	$18,149,300	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$0	 	$0	 	$0
	13	 	12	 	5XXQ78	 	GSMC	 	Highlands
    Shopping Center	 	Turbo
    Investments International, LLC and AGMS, LLC	 	Retail	 	$17,250,000	 	12/29/2015	 	360	 	360	 	A.
    Gary McDaniel, Sr. and Turbo Investments International, Inc.	 	No	 	$15,228	 	$5,076	 	$18,469
	14	 	13	 	4W2T44	 	GSMC	 	Residence
    Inn Princeton	 	CHDA
    Title LLC	 	Hospitality	 	$16,500,000	 	5/5/2016	 	360	 	360	 	Alan
    Landis	 	No	 	$50,666	 	$25,333	 	$16,293
	15	 	 	 	4F39E1	 	GSMC	 	Junction
    Boulevard	 	ICS
    Junction II Owner LLC	 	Retail	 	$15,779,000	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$50,102	 	$16,701	 	$0
	16	 	 	 	1OARB7	 	GSMC	 	Lakeshore
    Apartments	 	EWP-LS
    II LLC and MRK III LLC	 	Multifamily	 	$15,250,000	 	12/30/2015	 	360	 	360	 	Mark
    A. Englert and Max R. Kendall	 	No	 	$79,474	 	$19,868	 	$0
	17	 	 	 	6A1F81	 	GSMC	 	Hidden
    Creek Village	 	Hidden
    Creek Village Apartments, LLC	 	Multifamily	 	$15,150,000	 	4/1/2016	 	360	 	359	 	Roy
    E. Carroll, II	 	No	 	$107,201	 	$26,800	 	$0
	18	 	 	 	4F39D3	 	GSMC	 	Wyckoff
    Avenue	 	329
    Wyckoff Avenue Owner LLC	 	Retail	 	$14,255,500	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$55,870	 	$18,623	 	$0
	19	 	 	 	5XKOV5	 	GSMC	 	Cove
    at Coastal Carolina	 	Orion
    CCU, LLC	 	Multifamily	 	$13,950,000	 	11/10/2015	 	360	 	360	 	William
    B. Fideli and Timothy B. Wills	 	No	 	$0	 	$18,184	 	$40,219
	20	 	 	 	4F38W2	 	GSMC	 	Beverley
    Road	 	114
    Beverley Road Owner LLC	 	Retail	 	$13,891,900	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$9,122	 	$3,041	 	$0
	21	 	 	 	6A1ET6	 	GSMC	 	Chapel
    Hill Commons	 	Sabatini
    Atlanta Enterprises, Inc.	 	Retail	 	$11,570,000	 	4/7/2016	 	0	 	0	 	Dominic
    Sabatini	 	No	 	$98,310	 	$16,385	 	$0
	22	 	 	 	4F39C5	 	GSMC	 	Stillwell
    Avenue	 	Stillwell
    86th Street Owner LLC	 	Retail	 	$10,246,400	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$0	 	$0	 	$0
	23	 	14	 	4F1939	 	GSMC	 	Westrock
    Industrial	 	RSW
    Glendale, LLC	 	Industrial	 	$10,110,000	 	4/28/2016	 	360	 	360	 	Gerald
    Wendel, Barry Lang and Stuart Lichter	 	No	 	$18,672	 	$9,336	 	$509
	24	 	 	 	4F2FN6	 	GSMC	 	Iliff
    Commons Shopping Center	 	IC
    Investments, LLC	 	Retail	 	$9,900,000	 	3/22/2016	 	360	 	360	 	Richard
    O. Campbell and Richard O. “Rick” Campbell	 	No	 	$15,418	 	$15,418	 	$26,550
	25	 	 	 	6A15N4	 	GSMC	 	Winco
    Alaska Warehouse	 	Winco
    Anchorage Investors I, L.P.	 	Industrial	 	$9,700,000	 	4/5/2016	 	360	 	359	 	Richard
    B. Shapiro and Richard A. Lawrence	 	No	 	$124,352	 	$15,114	 	$6,395
	26	 	 	 	4FRME3	 	GSMC	 	Troy
    Towne Center	 	MO
    Troy, LLC	 	Retail	 	$9,300,000	 	2/2/2016	 	360	 	360	 	John
    I. Silverman	 	No	 	$21,961	 	$10,980	 	$0
	27	 	 	 	6A1A45	 	GSMC	 	Bellam
    Self Storage and Boxes	 	Jan-Ran
    Enterprises, LLC	 	Self
    Storage	 	$8,425,000	 	4/29/2016	 	0	 	0	 	John
    E. Jansheski	 	No	 	$7,272	 	$3,636	 	$5,132
	28	 	15	 	4F18L0	 	GSMC	 	220
    Lake Drive	 	Lake
    Show 220, LLC	 	Industrial	 	$6,600,000	 	2/4/2016	 	360	 	360	 	George
    Hicker and Robert Wenrich	 	Yes	 	$0	 	$20,568	 	$0
	29	 	 	 	4F38X0	 	GSMC	 	Church
    Avenue	 	5001
    Church Avenue Owner LLC	 	Retail	 	$6,581,700	 	2/5/2016	 	0	 	0	 	ICS
    Portfolio Holdings LLC and ICS Stillwell 86th Street LLC	 	No	 	$39,068	 	$13,023	 	$0
	30	 	 	 	4FFCK6	 	GSMC	 	McMinn
    Plaza	 	MO
    Athens, LLC	 	Retail	 	$6,110,000	 	1/21/2016	 	360	 	360	 	John
    I. Silverman	 	No	 	$5,408	 	$5,408	 	$0
	31	 	 	 	1OARB7	 	GSMC	 	Key
    Self Storage	 	Key
    Self Storage, LLC	 	Self
    Storage	 	$6,000,000	 	12/29/2015	 	360	 	360	 	Charles
    J. Berling and Rudy Kreutzjans	 	No	 	$11,403	 	$5,702	 	$0
	32	 	 	 	6A1DD2	 	GSMC	 	Comerica
    Bank and KFC Portfolio	 	Milestone
    Texas Holdings, LLC	 	 	 	$6,000,000	 	4/7/2016	 	0	 	0	 	Milestone
    Properties, LLC	 	No	 	$0	 	$0	 	$0
	32.01	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4604	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Humble	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.03	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4605	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.04	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Deer Park	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.05	 	 	 	6A1DD2-	 	GSMC	 	KFC
    Greenville	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	5XSYF2	 	GSMC	 	Times
    Square Retail Center	 	Times
    Square Las Vegas, LLC	 	Retail	 	$4,800,000	 	2/5/2016	 	0	 	0	 	Cynthia
    C. Chun and Elaine Loui Chang Irrevocable Trust UTD dated May 24, 1977	 	No	 	$0	 	$0	 	$0
	34	 	 	 	4F2FK2	 	GSMC	 	Shoppes
    at Parker Commons	 	PV
    Investments, LLC	 	Retail	 	$4,800,000	 	3/22/2016	 	360	 	360	 	Richard
    O. Campbell and Richard O. “Rick” Campbell	 	No	 	$0	 	$7,738	 	$17,932
	35	 	 	 	4F3LP2	 	GSMC	 	Clayton
    Village	 	MO
    Clayton, LLC	 	Retail	 	$4,215,000	 	1/15/2016	 	360	 	360	 	John
    I. Silverman	 	No	 	$9,838	 	$4,919	 	$0
	36	 	 	 	4F3L49	 	GSMC	 	Greenview
    Apartments	 	7522
    Greenview LLC	 	Multifamily	 	$3,840,000	 	3/18/2016	 	360	 	360	 	Jared
    B. Margolis and Lawrence A. Margolis	 	No	 	$5,527	 	$2,763	 	$10,160
	37	 	 	 	6A1SJ3	 	GSMC	 	Rite
    Aid Ashland	 	Lynnfield
    Centre Realty LLC	 	Retail	 	$3,187,169	 	3/24/2016	 	0	 	0	 	Ronald
    A. Levaggi and JoAnn Levaggi	 	No	 	$0	 	$0	 	$0



 


     


     


    
 


	GS2 Exhibit H	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Replacement Reserve ($)	 	Ongoing
    Replacement Reserve ($)	 	Replacement
    Reserve Caps ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)	 	TI/LC
    Caps ($)	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)
	1	 	4	 	4FOAY1	 	GSMC	 	Veritas
    Multifamily Pool 1	 	$0	 	$19,000,000	 	$43,150	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$658,722	 	$0
	1.01	 	 	 	4FOAY1	 	GSMC	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	4FOAY1	 	GSMC	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	4FOAY1	 	GSMC	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	4FOAY1	 	GSMC	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	4FOAY1	 	GSMC	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	4FOAY1	 	GSMC	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	4FOAY1	 	GSMC	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	4FOAY1	 	GSMC	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	4FOAY1	 	GSMC	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.1	 	 	 	4FOAY1	 	GSMC	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	4FOAY1	 	GSMC	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	4FOAY1	 	GSMC	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	4FOAY1	 	GSMC	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	4FOAY1	 	GSMC	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	4FOAY1	 	GSMC	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	4FOAY1	 	GSMC	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	4FOAY1	 	GSMC	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	4FOAY1	 	GSMC	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	4FOAY1	 	GSMC	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.2	 	 	 	4FOAY1	 	GSMC	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	4FOAY1	 	GSMC	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	4FOAY1	 	GSMC	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	4FOAY1	 	GSMC	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	4FOAY1	 	GSMC	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	4FOAY1	 	GSMC	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	4FOAY1	 	GSMC	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	4FOAY1	 	GSMC	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	4FOAY1	 	GSMC	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	4FOAY1	 	GSMC	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.3	 	 	 	4FOAY1	 	GSMC	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	4FOAY1	 	GSMC	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	4FOAY1	 	GSMC	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.33	 	 	 	4FOAY1	 	GSMC	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.34	 	 	 	4FOAY1	 	GSMC	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.35	 	 	 	4FOAY1	 	GSMC	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.36	 	 	 	4FOAY1	 	GSMC	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.37	 	 	 	4FOAY1	 	GSMC	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.38	 	 	 	4FOAY1	 	GSMC	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.39	 	 	 	4FOAY1	 	GSMC	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.4	 	 	 	4FOAY1	 	GSMC	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.41	 	 	 	4FOAY1	 	GSMC	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.42	 	 	 	4FOAY1	 	GSMC	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.43	 	 	 	4FOAY1	 	GSMC	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.44	 	 	 	4FOAY1	 	GSMC	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.45	 	 	 	4FOAY1	 	GSMC	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.46	 	 	 	4FOAY1	 	GSMC	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.47	 	 	 	4FOAY1	 	GSMC	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.48	 	 	 	4FOAY1	 	GSMC	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.49	 	 	 	4FOAY1	 	GSMC	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.5	 	 	 	4FOAY1	 	GSMC	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.51	 	 	 	4FOAY1	 	GSMC	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.52	 	 	 	4FOAY1	 	GSMC	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.53	 	 	 	4FOAY1	 	GSMC	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.54	 	 	 	4FOAY1	 	GSMC	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.55	 	 	 	4FOAY1	 	GSMC	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.56	 	 	 	4FOAY1	 	GSMC	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.57	 	 	 	4FOAY1	 	GSMC	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.58	 	 	 	4FOAY1	 	GSMC	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.59	 	 	 	4FOAY1	 	GSMC	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.6	 	 	 	4FOAY1	 	GSMC	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.61	 	 	 	4FOAY1	 	GSMC	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	5	 	4FS2M3	 	GSMC	 	Twenty
    Ninth Street	 	$0	 	$0	 	$0	 	$118,224	 	$0	 	$0	 	$472,878	 	$0	 	$0	 	$0	 	$0
	3	 	6	 	4F37K9	 	GSMC	 	Panorama
    Corporate Center	 	$0	 	$2,499,287	 	$13,011	 	$2,967,676	 	$15,989,354	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	4	 	 	 	6A1FP3	 	GSMC	 	Cedarbrook
    Plaza	 	$0	 	$0	 	$10,822	 	$0	 	$0	 	$27,056	 	$1,000,000	 	$0	 	$0	 	$577,507	 	$0
	5	 	7	 	4FOB38	 	GSMC	 	Veritas
    Multifamily Pool 2	 	$0	 	$3,000,000	 	$10,750	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$64,240	 	$0
	5.01	 	 	 	4FOB38	 	GSMC	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	 	 	4FOB38	 	GSMC	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	 	 	4FOB38	 	GSMC	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	 	 	4FOB38	 	GSMC	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	 	 	4FOB38	 	GSMC	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	 	 	4FOB38	 	GSMC	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	 	 	4FOB38	 	GSMC	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	 	 	4FOB38	 	GSMC	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	 	 	4FOB38	 	GSMC	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	 	 	 	4FOB38	 	GSMC	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	 	 	 	4FOB38	 	GSMC	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	 	 	 	4FOB38	 	GSMC	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	 	 	 	4FOB38	 	GSMC	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	 	 	 	4FOB38	 	GSMC	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	8	 	1OA497	 	GSMC	 	Hampton
    Inn San Diego Mission Valley	 	$0	 	$0	 	$30,404	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	7	 	 	 	5X24H8	 	GSMC	 	Fairview
    Plaza	 	$0	 	$0	 	$5,971	 	$0	 	$500,000	 	$34,583	 	$1,245,000	 	$0	 	$0	 	$4,400	 	$0
	8	 	9,
    10	 	4F0B20	 	GSMC	 	Residence
    Inn and SpringHill Suites North Shore	 	$0	 	$0	 	$63,396	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	8.01	 	 	 	7NKAK1-1	 	GSMC	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	 	 	 	6A1FP3-2	 	GSMC	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	11	 	4F36JE	 	GSMC	 	Aloft
    Sunnyvale	 	$0	 	$0	 	$20,970	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	10	 	 	 	6A1RU9	 	GSMC	 	Deerbrook
    Plaza	 	$0	 	$0	 	$3,292	 	$0	 	$200,000	 	$13,718	 	$325,000	 	$0	 	$0	 	$0	 	$0
	11	 	 	 	4F39A9	 	GSMC	 	18th
    Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	12	 	 	 	4F39B7	 	GSMC	 	86th
    Street	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	13	 	12	 	5XXQ78	 	GSMC	 	Highlands
    Shopping Center	 	$2,638	 	$0	 	$2,756	 	$0	 	$200,000	 	$0	 	$200,000	 	$0	 	$0	 	$28,600	 	$0
	14	 	13	 	4W2T44	 	GSMC	 	Residence
    Inn Princeton	 	$8,146	 	$850,000	 	$22,623	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	15	 	 	 	4F39E1	 	GSMC	 	Junction
    Boulevard	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	16	 	 	 	1OARB7	 	GSMC	 	Lakeshore
    Apartments	 	$0	 	$0	 	$4,667	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	17	 	 	 	6A1F81	 	GSMC	 	Hidden
    Creek Village	 	$0	 	$0	 	$8,800	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	18	 	 	 	4F39D3	 	GSMC	 	Wyckoff
    Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	19	 	 	 	5XKOV5	 	GSMC	 	Cove
    at Coastal Carolina	 	$4,319	 	$0	 	$4,950	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	20	 	 	 	4F38W2	 	GSMC	 	Beverley
    Road	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	21	 	 	 	6A1ET6	 	GSMC	 	Chapel
    Hill Commons	 	$0	 	$0	 	$3,333	 	$199,985	 	$200,000	 	$0	 	$200,000	 	$0	 	$0	 	$0	 	$0
	22	 	 	 	4F39C5	 	GSMC	 	Stillwell
    Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	23	 	14	 	4F1939	 	GSMC	 	Westrock
    Industrial	 	$254	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	24	 	 	 	4F2FN6	 	GSMC	 	Iliff
    Commons Shopping Center	 	$2,414	 	$0	 	$1,217	 	$50,000	 	$50,000	 	$4,167	 	$200,000	 	$0	 	$0	 	$0	 	$0
	25	 	 	 	6A15N4	 	GSMC	 	Winco
    Alaska Warehouse	 	$2,132	 	$0	 	$1,394	 	$50,176	 	$165,000	 	$4,646	 	$750,000	 	$0	 	$0	 	$0	 	$0
	26	 	 	 	4FRME3	 	GSMC	 	Troy
    Towne Center	 	$0	 	$0	 	$965	 	$34,741	 	$0	 	$5,833	 	$210,000	 	$0	 	$0	 	$0	 	$0
	27	 	 	 	6A1A45	 	GSMC	 	Bellam
    Self Storage and Boxes	 	$1,615	 	$50,000	 	$0	 	$50,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	28	 	15	 	4F18L0	 	GSMC	 	220
    Lake Drive	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	29	 	 	 	4F38X0	 	GSMC	 	Church
    Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	30	 	 	 	4FFCK6	 	GSMC	 	McMinn
    Plaza	 	$0	 	$111,610	 	$1,787	 	$0	 	$75,000	 	$4,468	 	$200,000	 	$0	 	$0	 	$5,390	 	$0
	31	 	 	 	1OARB7	 	GSMC	 	Key
    Self Storage	 	$0	 	$0	 	$1,209	 	$43,520	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	32	 	 	 	6A1DD2	 	GSMC	 	Comerica
    Bank and KFC Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$2,083	 	$125,000	 	$0	 	$0	 	$0	 	$0
	32.01	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4604	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Humble	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.03	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4605	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.04	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Deer Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.05	 	 	 	6A1DD2-	 	GSMC	 	KFC
    Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	5XSYF2	 	GSMC	 	Times
    Square Retail Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$118,570	 	$0
	34	 	 	 	4F2FK2	 	GSMC	 	Shoppes
    at Parker Commons	 	$1,793	 	$0	 	$534	 	$30,000	 	$0	 	$2,500	 	$120,000	 	$0	 	$0	 	$0	 	$0
	35	 	 	 	4F3LP2	 	GSMC	 	Clayton
    Village	 	$0	 	$149,094	 	$1,027	 	$0	 	$0	 	$2,568	 	$150,000	 	$0	 	$0	 	$178,374	 	$0
	36	 	 	 	4F3L49	 	GSMC	 	Greenview
    Apartments	 	$1,451	 	$0	 	$729	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$76,076	 	$0
	37	 	 	 	6A1SJ3	 	GSMC	 	Rite
    Aid Ashland	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0



 


     


     


    
 


	GS2 Exhibit H	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)	 	Ongoing
    Other Reserve ($)	 	Other
    Reserve Description	 	Grace
    Period- Default	 	Grace
    Period- Late Fee	 	Residual
    Value Insurance 	 	Lease
    Enhancement Insurance 	 	Environmental
    Insurance 	 	O&M
    Required 
	1	 	4	 	4FOAY1	 	GSMC	 	Veritas
    Multifamily Pool 1	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	 
	1.01	 	 	 	4FOAY1	 	GSMC	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.02	 	 	 	4FOAY1	 	GSMC	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.03	 	 	 	4FOAY1	 	GSMC	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.04	 	 	 	4FOAY1	 	GSMC	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.05	 	 	 	4FOAY1	 	GSMC	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.06	 	 	 	4FOAY1	 	GSMC	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.07	 	 	 	4FOAY1	 	GSMC	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.08	 	 	 	4FOAY1	 	GSMC	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.09	 	 	 	4FOAY1	 	GSMC	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.1	 	 	 	4FOAY1	 	GSMC	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.11	 	 	 	4FOAY1	 	GSMC	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.12	 	 	 	4FOAY1	 	GSMC	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.13	 	 	 	4FOAY1	 	GSMC	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.14	 	 	 	4FOAY1	 	GSMC	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.15	 	 	 	4FOAY1	 	GSMC	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.16	 	 	 	4FOAY1	 	GSMC	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.17	 	 	 	4FOAY1	 	GSMC	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.18	 	 	 	4FOAY1	 	GSMC	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.19	 	 	 	4FOAY1	 	GSMC	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.2	 	 	 	4FOAY1	 	GSMC	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.21	 	 	 	4FOAY1	 	GSMC	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.22	 	 	 	4FOAY1	 	GSMC	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.23	 	 	 	4FOAY1	 	GSMC	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.24	 	 	 	4FOAY1	 	GSMC	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.25	 	 	 	4FOAY1	 	GSMC	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.26	 	 	 	4FOAY1	 	GSMC	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.27	 	 	 	4FOAY1	 	GSMC	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.28	 	 	 	4FOAY1	 	GSMC	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.29	 	 	 	4FOAY1	 	GSMC	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.3	 	 	 	4FOAY1	 	GSMC	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.31	 	 	 	4FOAY1	 	GSMC	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.32	 	 	 	4FOAY1	 	GSMC	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.33	 	 	 	4FOAY1	 	GSMC	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.34	 	 	 	4FOAY1	 	GSMC	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.35	 	 	 	4FOAY1	 	GSMC	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.36	 	 	 	4FOAY1	 	GSMC	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.37	 	 	 	4FOAY1	 	GSMC	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.38	 	 	 	4FOAY1	 	GSMC	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.39	 	 	 	4FOAY1	 	GSMC	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.4	 	 	 	4FOAY1	 	GSMC	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.41	 	 	 	4FOAY1	 	GSMC	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.42	 	 	 	4FOAY1	 	GSMC	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.43	 	 	 	4FOAY1	 	GSMC	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.44	 	 	 	4FOAY1	 	GSMC	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.45	 	 	 	4FOAY1	 	GSMC	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.46	 	 	 	4FOAY1	 	GSMC	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.47	 	 	 	4FOAY1	 	GSMC	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.48	 	 	 	4FOAY1	 	GSMC	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.49	 	 	 	4FOAY1	 	GSMC	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.5	 	 	 	4FOAY1	 	GSMC	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.51	 	 	 	4FOAY1	 	GSMC	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.52	 	 	 	4FOAY1	 	GSMC	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.53	 	 	 	4FOAY1	 	GSMC	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.54	 	 	 	4FOAY1	 	GSMC	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.55	 	 	 	4FOAY1	 	GSMC	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.56	 	 	 	4FOAY1	 	GSMC	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.57	 	 	 	4FOAY1	 	GSMC	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.58	 	 	 	4FOAY1	 	GSMC	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.59	 	 	 	4FOAY1	 	GSMC	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.6	 	 	 	4FOAY1	 	GSMC	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	1.61	 	 	 	4FOAY1	 	GSMC	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	2	 	5	 	4FS2M3	 	GSMC	 	Twenty
    Ninth Street	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	5	 	No	 	No	 	Yes	 	None
	3	 	6	 	4F37K9	 	GSMC	 	Panorama
    Corporate Center	 	$0	 	$0	 	$9,780,120	 	$0	 	Rent
    Gap/Free Rent Reserve ($8,382,085.45), RTD Escrow Refurbishment Credit ($1,152,158), Capital Projects Reserve ($245,876.36)	 	0	 	0	 	No	 	No	 	No	 	None
	4	 	 	 	6A1FP3	 	GSMC	 	Cedarbrook
    Plaza	 	$0	 	$0	 	$3,649,945	 	$0	 	Unfunded
    Obligations Reserve ($1,759,160), Holdback for Aaron Rent ($1,588,677.78), Tenant Receivable Reserve ($302,107)	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	5	 	7	 	4FOB38	 	GSMC	 	Veritas
    Multifamily Pool 2	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	 
	5.01	 	 	 	4FOB38	 	GSMC	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.02	 	 	 	4FOB38	 	GSMC	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.03	 	 	 	4FOB38	 	GSMC	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.04	 	 	 	4FOB38	 	GSMC	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.05	 	 	 	4FOB38	 	GSMC	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.06	 	 	 	4FOB38	 	GSMC	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.07	 	 	 	4FOB38	 	GSMC	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.08	 	 	 	4FOB38	 	GSMC	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.09	 	 	 	4FOB38	 	GSMC	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.10	 	 	 	4FOB38	 	GSMC	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.11	 	 	 	4FOB38	 	GSMC	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.12	 	 	 	4FOB38	 	GSMC	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.13	 	 	 	4FOB38	 	GSMC	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	5.14	 	 	 	4FOB38	 	GSMC	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	Asbestos,
    Lead Based Paint
	6	 	8	 	1OA497	 	GSMC	 	Hampton
    Inn San Diego Mission Valley	 	$0	 	$0	 	$1,909,950	 	$0	 	Pending
    Litigation Reserve (Mechanic’s Lien)	 	0	 	0	 	No	 	No	 	No	 	None
	7	 	 	 	5X24H8	 	GSMC	 	Fairview
    Plaza	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	15	 	No	 	No	 	No	 	Asbestos
	8	 	9,
    10	 	4F0B20	 	GSMC	 	Residence
    Inn and SpringHill Suites North Shore	 	$0	 	$0	 	$4,180,000	 	$0	 	PIP
    Reserve ($2,140,000 SpringHill Suites, $2,040,000 Residence Inn)	 	0	 	0	 	No	 	No	 	No	 	 
	8.01	 	 	 	7NKAK1-1	 	GSMC	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	8.02	 	 	 	6A1FP3-2	 	GSMC	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	9	 	11	 	4F36JE	 	GSMC	 	Aloft
    Sunnyvale	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	10	 	 	 	6A1RU9	 	GSMC	 	Deerbrook
    Plaza	 	$0	 	$0	 	$5,182	 	$0	 	Unfunded
    Obligations Reserve	 	0	 	0	 	No	 	No	 	No	 	None
	11	 	 	 	4F39A9	 	GSMC	 	18th
    Avenue	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	Yes	 	No	 	Asbestos
	12	 	 	 	4F39B7	 	GSMC	 	86th
    Street	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	13	 	12	 	5XXQ78	 	GSMC	 	Highlands
    Shopping Center	 	$0	 	$0	 	$100,000	 	$1,667	 	Property
    Contingency Reserve	 	0	 	0	 	No	 	No	 	No	 	None
	14	 	13	 	4W2T44	 	GSMC	 	Residence
    Inn Princeton	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	15	 	 	 	4F39E1	 	GSMC	 	Junction
    Boulevard	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	16	 	 	 	1OARB7	 	GSMC	 	Lakeshore
    Apartments	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	17	 	 	 	6A1F81	 	GSMC	 	Hidden
    Creek Village	 	$71,500	 	$0	 	$0	 	$0	 	 	 	0	 	15	 	No	 	No	 	No	 	None
	18	 	 	 	4F39D3	 	GSMC	 	Wyckoff
    Avenue	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	19	 	 	 	5XKOV5	 	GSMC	 	Cove
    at Coastal Carolina	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	20	 	 	 	4F38W2	 	GSMC	 	Beverley
    Road	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	21	 	 	 	6A1ET6	 	GSMC	 	Chapel
    Hill Commons	 	$75,000	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	22	 	 	 	4F39C5	 	GSMC	 	Stillwell
    Avenue	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	23	 	14	 	4F1939	 	GSMC	 	Westrock
    Industrial	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	24	 	 	 	4F2FN6	 	GSMC	 	Iliff
    Commons Shopping Center	 	$0	 	$0	 	$464,502	 	$0	 	Indian
    Grocer Reserve ($322,555.54); Unfunded Obligations Reserve ($141,946.37)	 	0	 	0	 	No	 	No	 	No	 	None
	25	 	 	 	6A15N4	 	GSMC	 	Winco
    Alaska Warehouse	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	26	 	 	 	4FRME3	 	GSMC	 	Troy
    Towne Center	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	Yes	 	None
	27	 	 	 	6A1A45	 	GSMC	 	Bellam
    Self Storage and Boxes	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	28	 	15	 	4F18L0	 	GSMC	 	220
    Lake Drive	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	29	 	 	 	4F38X0	 	GSMC	 	Church
    Avenue	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	Yes	 	No	 	Asbestos
	30	 	 	 	4FFCK6	 	GSMC	 	McMinn
    Plaza	 	$0	 	$0	 	$54,408	 	$0	 	Unfunded
    Obligations Reserve	 	0	 	0	 	No	 	No	 	No	 	None
	31	 	 	 	1OARB7	 	GSMC	 	Key
    Self Storage	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	None
	32	 	 	 	6A1DD2	 	GSMC	 	Comerica
    Bank and KFC Portfolio	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	 
	32.01	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4604	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	32.02	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Humble	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	32.03	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4605	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	32.04	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Deer Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	32.05	 	 	 	6A1DD2-	 	GSMC	 	KFC
    Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No	 	None
	33	 	 	 	5XSYF2	 	GSMC	 	Times
    Square Retail Center	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	34	 	 	 	4F2FK2	 	GSMC	 	Shoppes
    at Parker Commons	 	$0	 	$0	 	$24,075	 	$0	 	Unfunded
    Obligations Reserve	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	35	 	 	 	4F3LP2	 	GSMC	 	Clayton
    Village	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	36	 	 	 	4F3L49	 	GSMC	 	Greenview
    Apartments	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos
	37	 	 	 	6A1SJ3	 	GSMC	 	Rite
    Aid Ashland	 	$0	 	$0	 	$0	 	$0	 	 	 	0	 	0	 	No	 	No	 	No	 	Asbestos



 


     


     


    
 


	GS2
    Exhibit H	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Cash
    Management	 	Lockbox	 	 Units,
    Pads, Rooms, Sq Ft, Beds 	 	Unit
    Description	 	Monthly
    Debt Service ($) (1)	 	Interest
    Accrual Method	 	Administrative
    Fee Rate (%) (2)	 	Ground
    Lease Y/N	 	Overlapping
    Fee Interest?	 	Prepayment
    Provision (3)	 	Companion
    Loan Flag 	 	Companion
    Loan Monthly Debt Service ($)	 	Companion
    Loan Interest Accrual Method
	1	 	4	 	4FOAY1	 	GSMC	 	Veritas
    Multifamily Pool 1	 	In
    Place	 	Soft	 	                                     1,726
    	 	Units	 	$258,255	 	Actual/360	 	0.01560%	 	 	 	 	 	Lockout/27_Defeasance/26_0%/7	 	Yes	 	$534,586.88	 	Actual/360
	1.01	 	 	 	4FOAY1	 	GSMC	 	645
    Stockton Street	 	 	 	 	 	                                          70
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.02	 	 	 	4FOAY1	 	GSMC	 	400
    Duboce Avenue	 	 	 	 	 	                                          79
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.03	 	 	 	4FOAY1	 	GSMC	 	950
    Franklin Street	 	 	 	 	 	                                          54
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.04	 	 	 	4FOAY1	 	GSMC	 	1340-1390
    Taylor Street	 	 	 	 	 	                                          35
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.05	 	 	 	4FOAY1	 	GSMC	 	601
    O’Farrell Street	 	 	 	 	 	                                          79
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.06	 	 	 	4FOAY1	 	GSMC	 	2677
    Larkin Street	 	 	 	 	 	                                          33
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.07	 	 	 	4FOAY1	 	GSMC	 	1801
    Gough Street	 	 	 	 	 	                                          41
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.08	 	 	 	4FOAY1	 	GSMC	 	845
    California Street	 	 	 	 	 	                                          58
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.09	 	 	 	4FOAY1	 	GSMC	 	1290
    20th Avenue	 	 	 	 	 	                                          38
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.1	 	 	 	4FOAY1	 	GSMC	 	78
    Buchanan Street	 	 	 	 	 	                                          36
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.11	 	 	 	4FOAY1	 	GSMC	 	1870
    Pacific Avenue	 	 	 	 	 	                                          30
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.12	 	 	 	4FOAY1	 	GSMC	 	500
    Stanyan Street	 	 	 	 	 	                                          36
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.13	 	 	 	4FOAY1	 	GSMC	 	540
    Leavenworth Street	 	 	 	 	 	                                          44
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.14	 	 	 	4FOAY1	 	GSMC	 	1401
    Jones Street	 	 	 	 	 	                                          36
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.15	 	 	 	4FOAY1	 	GSMC	 	676
    Geary Street	 	 	 	 	 	                                          56
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.16	 	 	 	4FOAY1	 	GSMC	 	100
    Broderick Street	 	 	 	 	 	                                          35
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.17	 	 	 	4FOAY1	 	GSMC	 	2075
    Market Street	 	 	 	 	 	                                          32
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.18	 	 	 	4FOAY1	 	GSMC	 	621
    Stockton Street	 	 	 	 	 	                                          23
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.19	 	 	 	4FOAY1	 	GSMC	 	1660
    Bay Street	 	 	 	 	 	                                          24
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.2	 	 	 	4FOAY1	 	GSMC	 	655
    Stockton Street	 	 	 	 	 	                                          35
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.21	 	 	 	4FOAY1	 	GSMC	 	2238
    Hyde Street	 	 	 	 	 	                                          17
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.22	 	 	 	4FOAY1	 	GSMC	 	2600
    Van Ness Avenue	 	 	 	 	 	                                          32
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.23	 	 	 	4FOAY1	 	GSMC	 	355
    Fulton Street	 	 	 	 	 	                                          41
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.24	 	 	 	4FOAY1	 	GSMC	 	1520
    Gough Street	 	 	 	 	 	                                          38
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.25	 	 	 	4FOAY1	 	GSMC	 	1126
    Bush Street	 	 	 	 	 	                                          33
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.26	 	 	 	4FOAY1	 	GSMC	 	1547
    Clay Street	 	 	 	 	 	                                          27
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.27	 	 	 	4FOAY1	 	GSMC	 	840
    California Street	 	 	 	 	 	                                          31
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.28	 	 	 	4FOAY1	 	GSMC	 	925
    Geary Street	 	 	 	 	 	                                          48
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.29	 	 	 	4FOAY1	 	GSMC	 	691
    O’Farrell Street	 	 	 	 	 	                                          36
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.3	 	 	 	4FOAY1	 	GSMC	 	2363
    Van Ness Avenue	 	 	 	 	 	                                          19
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.31	 	 	 	4FOAY1	 	GSMC	 	1840
    Clay Street	 	 	 	 	 	                                          20
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.32	 	 	 	4FOAY1	 	GSMC	 	1020
    Post Street	 	 	 	 	 	                                          43
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.33	 	 	 	4FOAY1	 	GSMC	 	2975
    Van Ness Avenue	 	 	 	 	 	                                          21
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.34	 	 	 	4FOAY1	 	GSMC	 	755
    O’Farrell Street	 	 	 	 	 	                                          34
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.35	 	 	 	4FOAY1	 	GSMC	 	106
    Sanchez Street	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.36	 	 	 	4FOAY1	 	GSMC	 	709
    Geary Street	 	 	 	 	 	                                          35
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.37	 	 	 	4FOAY1	 	GSMC	 	1440
    Sutter Street	 	 	 	 	 	                                          15
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.38	 	 	 	4FOAY1	 	GSMC	 	1690
    North Point	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.39	 	 	 	4FOAY1	 	GSMC	 	1753
    Mason Street	 	 	 	 	 	                                          14
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.4	 	 	 	4FOAY1	 	GSMC	 	915
    Pierce Street	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.41	 	 	 	4FOAY1	 	GSMC	 	520
    Buchanan Street	 	 	 	 	 	                                          19
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.42	 	 	 	4FOAY1	 	GSMC	 	3210
    Gough Street	 	 	 	 	 	                                          15
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.43	 	 	 	4FOAY1	 	GSMC	 	124
    Mason Street	 	 	 	 	 	                                          31
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.44	 	 	 	4FOAY1	 	GSMC	 	50
    Joice Street	 	 	 	 	 	                                          13
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.45	 	 	 	4FOAY1	 	GSMC	 	2038
    Divisadero Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.46	 	 	 	4FOAY1	 	GSMC	 	340
    Church Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.47	 	 	 	4FOAY1	 	GSMC	 	411
    15th Avenue	 	 	 	 	 	                                          14
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.48	 	 	 	4FOAY1	 	GSMC	 	1855
    10th Avenue	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.49	 	 	 	4FOAY1	 	GSMC	 	1260
    Broadway Street	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.5	 	 	 	4FOAY1	 	GSMC	 	449
    O’Farrell Street	 	 	 	 	 	                                          28
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.51	 	 	 	4FOAY1	 	GSMC	 	235
    Church Street	 	 	 	 	 	                                            8
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.52	 	 	 	4FOAY1	 	GSMC	 	4540
    California Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.53	 	 	 	4FOAY1	 	GSMC	 	2500
    Van Ness Avenue	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.54	 	 	 	4FOAY1	 	GSMC	 	346
    Leavenworth Street	 	 	 	 	 	                                          25
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.55	 	 	 	4FOAY1	 	GSMC	 	3264-3274
    Mission Street	 	 	 	 	 	                                            8
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.56	 	 	 	4FOAY1	 	GSMC	 	3715
    California Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.57	 	 	 	4FOAY1	 	GSMC	 	325
    9th Avenue	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.58	 	 	 	4FOAY1	 	GSMC	 	1656
    Leavenworth Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.59	 	 	 	4FOAY1	 	GSMC	 	252-258
    Church Street	 	 	 	 	 	                                            4
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.6	 	 	 	4FOAY1	 	GSMC	 	500-506
    Bartlett Street	 	 	 	 	 	                                            4
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	1.61	 	 	 	4FOAY1	 	GSMC	 	1500-1514
    Geneva Avenue	 	 	 	 	 	                                            5
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	2	 	5	 	4FS2M3	 	GSMC	 	Twenty
    Ninth Street	 	Springing	 	Hard	 	                                  705,159
    	 	SF	 	$259,619	 	Actual/360	 	0.01685%	 	Yes	 	No	 	Lockout/27_>YM
    or 1%/89_0%/4	 	Yes	 	$259,618.92	 	Actual/360
	3	 	6	 	4F37K9	 	GSMC	 	Panorama
    Corporate Center	 	Springing	 	Hard	 	                                  780,648
    	 	SF	 	$300,974	 	Actual/360	 	0.02685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	Yes	 	$236,335.60	 	Actual/360
	4	 	 	 	6A1FP3	 	GSMC	 	Cedarbrook
    Plaza	 	Springing	 	Hard	 	                                  649,337
    	 	SF	 	$225,882	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	5	 	7	 	4FOB38	 	GSMC	 	Veritas
    Multifamily Pool 2	 	In
    Place	 	Soft	 	                                        430
    	 	Units	 	$146,185	 	Actual/360	 	0.01685%	 	 	 	 	 	Lockout/27_Defeasance/26_0%/7	 	Yes	 	$55,815.91	 	Actual/360
	5.01	 	 	 	4FOB38	 	GSMC	 	701
    Taylor Street	 	 	 	 	 	                                          55
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.02	 	 	 	4FOB38	 	GSMC	 	1301
    Leavenworth Street	 	 	 	 	 	                                          24
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.03	 	 	 	4FOB38	 	GSMC	 	947
    Bush Street	 	 	 	 	 	                                          53
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.04	 	 	 	4FOB38	 	GSMC	 	685
    Geary Street	 	 	 	 	 	                                          43
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.05	 	 	 	4FOB38	 	GSMC	 	3809
    20th Street	 	 	 	 	 	                                          25
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.06	 	 	 	4FOB38	 	GSMC	 	434
    Leavenworth Street	 	 	 	 	 	                                          69
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.07	 	 	 	4FOB38	 	GSMC	 	1050
    Post Street	 	 	 	 	 	                                          40
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.08	 	 	 	4FOB38	 	GSMC	 	814
    California Street	 	 	 	 	 	                                          21
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.09	 	 	 	4FOB38	 	GSMC	 	267-273
    Green Street	 	 	 	 	 	                                          20
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.10	 	 	 	4FOB38	 	GSMC	 	2898
    Jackson Street	 	 	 	 	 	                                          15
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.11	 	 	 	4FOB38	 	GSMC	 	3820
    Scott Street	 	 	 	 	 	                                          12
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.12	 	 	 	4FOB38	 	GSMC	 	600
    Oak Street	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.13	 	 	 	4FOB38	 	GSMC	 	861
    Post Street	 	 	 	 	 	                                          17
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	5.14	 	 	 	4FOB38	 	GSMC	 	3783
    20th Street	 	 	 	 	 	                                          18
    	 	Units	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	6	 	8	 	1OA497	 	GSMC	 	Hampton
    Inn San Diego Mission Valley	 	Springing	 	Hard	 	                                        184
    	 	Rooms	 	$178,444	 	Actual/360	 	0.03685%	 	No	 	No	 	Lockout/28_Defeasance/85_0%/7	 	 	 	 	 	 
	7	 	 	 	5X24H8	 	GSMC	 	Fairview
    Plaza	 	In
    Place	 	Hard	 	                                  325,736
    	 	SF	 	$155,141	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/29_Defeasance/87_0%/4	 	 	 	 	 	 
	8	 	9,
    10	 	4F0B20	 	GSMC	 	Residence
    Inn and SpringHill Suites North Shore	 	Springing	 	Hard	 	                                        378
    	 	Rooms	 	$138,904	 	Actual/360	 	0.01685%	 	 	 	 	 	Lockout/26_Defeasance/90_0%/4	 	Yes	 	$244,470.68	 	Actual/360
	8.01	 	 	 	7NKAK1-1	 	GSMC	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	                                        198
    	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	8.02	 	 	 	6A1FP3-2	 	GSMC	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	                                        180
    	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	9	 	11	 	4F36JE	 	GSMC	 	Aloft
    Sunnyvale	 	Springing	 	Hard	 	                                          85
    	 	Rooms	 	$125,444	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/88_0%/5	 	 	 	 	 	 
	10	 	 	 	6A1RU9	 	GSMC	 	Deerbrook
    Plaza	 	Springing	 	Springing	 	                                  219,481
    	 	SF	 	$117,872	 	Actual/360	 	0.04685%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	11	 	 	 	4F39A9	 	GSMC	 	18th
    Avenue	 	Springing	 	Hard	 	                                    12,753
    	 	SF	 	$75,196	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	12	 	 	 	4F39B7	 	GSMC	 	86th
    Street	 	Springing	 	Hard	 	                                    11,800
    	 	SF	 	$74,365	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	13	 	12	 	5XXQ78	 	GSMC	 	Highlands
    Shopping Center	 	Springing	 	Springing	 	                                  165,337
    	 	SF	 	$91,257	 	Actual/360	 	0.05685%	 	No	 	No	 	Lockout/28_Defeasance/88_0%/4	 	 	 	 	 	 
	14	 	13	 	4W2T44	 	GSMC	 	Residence
    Inn Princeton	 	Springing	 	Hard	 	                                        120
    	 	Rooms	 	$84,148	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	15	 	 	 	4F39E1	 	GSMC	 	Junction
    Boulevard	 	Springing	 	Hard	 	                                    21,856
    	 	SF	 	$64,653	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	16	 	 	 	1OARB7	 	GSMC	 	Lakeshore
    Apartments	 	None	 	None	 	                                        224
    	 	Units	 	$79,772	 	Actual/360	 	0.04685%	 	No	 	No	 	Lockout/28_Defeasance/88_0%/4	 	 	 	 	 	 
	17	 	 	 	6A1F81	 	GSMC	 	Hidden
    Creek Village	 	None	 	None	 	                                        352
    	 	Units	 	$80,654	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	18	 	 	 	4F39D3	 	GSMC	 	Wyckoff
    Avenue	 	Springing	 	Hard	 	                                    27,832
    	 	SF	 	$58,410	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	19	 	 	 	5XKOV5	 	GSMC	 	Cove
    at Coastal Carolina	 	None	 	None	 	                                        126
    	 	Units	 	$72,753	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/29_Defeasance/86_0%/5	 	 	 	 	 	 
	20	 	 	 	4F38W2	 	GSMC	 	Beverley
    Road	 	Springing	 	Hard	 	                                    12,000
    	 	SF	 	$56,920	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	21	 	 	 	6A1ET6	 	GSMC	 	Chapel
    Hill Commons	 	Springing	 	Springing	 	                                  108,100
    	 	SF	 	$43,022	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/24_Defeasance/91_0%/5	 	 	 	 	 	 
	22	 	 	 	4F39C5	 	GSMC	 	Stillwell
    Avenue	 	Springing	 	Hard	 	                                     8,000
    	 	SF	 	$41,983	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	23	 	14	 	4F1939	 	GSMC	 	Westrock
    Industrial	 	Springing	 	Springing	 	                                  208,155
    	 	SF	 	$53,577	 	Actual/360	 	0.05685%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	24	 	 	 	4F2FN6	 	GSMC	 	Iliff
    Commons Shopping Center	 	Springing	 	Springing	 	                                    72,991
    	 	SF	 	$53,576	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	25	 	 	 	6A15N4	 	GSMC	 	Winco
    Alaska Warehouse	 	Springing	 	Springing	 	                                  111,502
    	 	SF	 	$48,003	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/23_>YM
    or 3%/73_>YM or 2%/12_>YM or 1%/8_0%/4	 	 	 	 	 	 
	26	 	 	 	4FRME3	 	GSMC	 	Troy
    Towne Center	 	Springing	 	Springing	 	                                  144,485
    	 	SF	 	$47,459	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/88_0%/5	 	 	 	 	 	 
	27	 	 	 	6A1A45	 	GSMC	 	Bellam
    Self Storage and Boxes	 	None	 	None	 	                                    40,371
    	 	SF	 	$35,229	 	Actual/360	 	0.05685%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	28	 	15	 	4F18L0	 	GSMC	 	220
    Lake Drive	 	Springing	 	Springing	 	                                  183,235
    	 	SF	 	$34,250	 	Actual/360	 	0.05685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	29	 	 	 	4F38X0	 	GSMC	 	Church
    Avenue	 	Springing	 	Hard	 	                                     6,000
    	 	SF	 	$26,968	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	30	 	 	 	4FFCK6	 	GSMC	 	McMinn
    Plaza	 	Springing	 	Springing	 	                                  107,235
    	 	SF	 	$31,726	 	Actual/360	 	0.07685%	 	No	 	No	 	Lockout/27_Defeasance/88_0%/5	 	 	 	 	 	 
	31	 	 	 	1OARB7	 	GSMC	 	Key
    Self Storage	 	None	 	None	 	                                    96,712
    	 	SF	 	$30,751	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/28_Defeasance/88_0%/4	 	 	 	 	 	 
	32	 	 	 	6A1DD2	 	GSMC	 	Comerica
    Bank and KFC Portfolio	 	Springing	 	Springing	 	                                    25,328
    	 	SF	 	$25,347	 	Actual/360	 	0.05685%	 	 	 	 	 	Lockout/24_Defeasance/32_0%/4	 	 	 	 	 	 
	32.01	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4604	 	 	 	 	 	                                     7,651
    	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	32.02	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Humble	 	 	 	 	 	                                     7,568
    	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	32.03	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Houston 4605	 	 	 	 	 	                                     5,306
    	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	32.04	 	 	 	6A1DD2-	 	GSMC	 	Comerica
    Deer Park	 	 	 	 	 	                                     2,600
    	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	32.05	 	 	 	6A1DD2-	 	GSMC	 	KFC
    Greenville	 	 	 	 	 	                                     2,203
    	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	33	 	 	 	5XSYF2	 	GSMC	 	Times
    Square Retail Center	 	Springing	 	Springing	 	                                    61,301
    	 	SF	 	$18,128	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	34	 	 	 	4F2FK2	 	GSMC	 	Shoppes
    at Parker Commons	 	Springing	 	Springing	 	                                    32,018
    	 	SF	 	$27,137	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	35	 	 	 	4F3LP2	 	GSMC	 	Clayton
    Village	 	Springing	 	Springing	 	                                    61,620
    	 	SF	 	$21,684	 	Actual/360	 	0.07685%	 	No	 	No	 	Lockout/27_Defeasance/88_0%/5	 	 	 	 	 	 
	36	 	 	 	4F3L49	 	GSMC	 	Greenview
    Apartments	 	None	 	None	 	                                          35
    	 	Units	 	$21,618	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	37	 	 	 	6A1SJ3	 	GSMC	 	Rite
    Aid Ashland	 	Springing	 	Springing	 	                                    11,157
    	 	SF	 	$13,450	 	Actual/360	 	0.01685%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 


 


	1	The monthly
    debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration
    of the interest-only period.
	2	The
    Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator
    Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Mortgaged Property Royalty
    License Fee Rate applicable to each Mortgage Loan.
	3	The open period is
    inclusive of the Maturity Date.
	4	The Cut-off Date Principal
    Balance of $75,000,000 represents the non-controlling note A-2 of a $480,000,000 whole loan evidenced by three senior pari
    passu notes and one subordinate note B.  The related companion loans are evidenced by the non-controlling note A-1,
    the non-controlling note A-3 and the controlling subordinate note B.  Note A-1 ($100,000,000) and subordinate note
    B ($249,750,000), with an aggregate outstanding principal balance of $349,750,000 as of the Cut-off Date, were contributed
    to the GS Mortgage Securities Corporation Trust 2016-RENT (“GSMS 2016-RENT”) transaction and note A-3, with an
    outstanding principal balance as of the Cut-off Date of $55,250,000 is expected to be contributed to one or more future securitization
    transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal
    balance of the Veritas Multifamily Pool 1 Senior Loans of $230,250,000.
	5	The Cut-off Date Principal
    Balance of $75,000,000 represents the controlling note A-1 of a $150,000,000 whole loan co-originated by Goldman Sachs Mortgage
    Company and UBS Real Estate Securities Inc., evidenced by three pari passu notes. The related companion loans are evidenced
    by the non-controlling note A-2 with a principal balance as of the Cut-off Date of $40,000,000, which was originated by UBS
    Real Estate Securities Inc. and was contributed to the MSC 2016-UBS9 securitization, and the non-controlling note A-3 with
    a principal balance of $35,000,000, which is currently owned and held by UBS Real Estate Securities Inc. or an affiliate thereof,
    and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at
    Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow
    and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $150,000,000.
	6	The Cut-off Date Principal
    Balance of $74,500,000 represents the controlling note A-1 of a $133,000,000 whole loan evidenced by two pari passu notes.
    The non-controlling companion loan, evidenced by note A-2 with an aggregate principal balance as of the Cut-off Date of $58,500,000
    is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $133,000,000.
	7	The Cut-off Date Principal
    Balance of $55,000,000 represents the non-controlling note A-1 of a $96,000,000 whole loan evidenced by two pari passu notes
    and one subordinate note B. The related companion loans are evidenced by the non-controlling note A-2 with a principal balance
    as of the Cut-off Date of $21,000,000, which is expected to be contributed to one or more future securitization transactions
    and the controlling note B with a principal balance as of the Cut-off Date of $20,000,000.  Cut-off Date LTV Ratio,
    LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
    Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the Veritas Multifamily Pool
    2 Senior Loans of $76,000,000.
	8	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) $30,403.67 for the Due Dates occurring in February 2016 through January
    2017, and (ii) thereafter, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement
    for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating income of the property for the previous
    twelve (12) month period as determined on the anniversary of the last day of the calendar month in December.
	9	The Cut-off Date Principal
    Balance of $24,946,809 represents the controlling note A-1 of a $69,000,000 whole loan evidenced by two pari passu notes.
    The non-controlling companion loan, evidenced by note A-2 with an aggregate principal balance as of the Cut-off Date of $43,906,384
    is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $68,853,193.
	10	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in April 2016 through March 2017, $63,395.52
    and (ii) for each Due Date thereafter, an amount equal to the greater of (a) the monthly amount required to be reserved pursuant
    to the franchise agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating income of the
    property for the previous twelve (12) month period as determined on the anniversary of the last day of the calendar month
    in February.
	11	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) $20,969.67 for the Due Dates occurring in March 2016 through February
    2017, and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement
    for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating income of the property for the previous
    twelve (12) month period as determined on the anniversary of the last day of the calendar month in January.
	12	Other Reserve will
    be capped at $200,000.
	13	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) $22,623.11 for the Due Dates that occur in June 2016 through May
    2017 and (ii) thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement
    for the replacement of FF&E or (b) one-twelfth (1/12th) of 5.0% of the operating income of the property for the previous
    twelve (12) month period as determined on the anniversary of the last day of the calendar month in May.
	14	Ongoing Replacement
    Reserve is (i) waived from the Due Date in June 2016 through the Due Date in May 2022 and (ii) thereafter the greater of $3,469.25
    and the monthly amount recommended in the property condition report.
	15	Ongoing RE Tax Reserves
    are (a) for the Due Dates of March 6, 2016 through August 6, 2016, an amount equal to $20,567.84 and (b) for the Due Date
    of September 6, 2016 and on each Due Date thereafter, 1/12 of the taxes that lender reasonably estimates, based on information
    provided by borrower.




 


     


     


    
 


 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113 


Attention:
Corporate Trust Services (CMBS) 


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such
Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


 






 


		*	Select appropriate depository.



 






    Exhibit I-1 


     

    

 


(1)         the offer of the Certificates
was not made to a person in the United States;


 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)         the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


**    Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 






    Exhibit I-2 


     

    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota
55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2,
Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)         the offer of the Certificates
was not made to a person in the United States,


 






    Exhibit J-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit J-2 


     

    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 


 



 


*
    Select appropriate depository.


 



    Exhibit K-1 


     

    




 


Rule
144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 






    Exhibit K-2 


     

    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring a
beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 


 



 


*
    Select, as applicable.


 



    Exhibit L-1 


     

    




 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Initial Purchasers.


 


	 	Dated:______________	 
	 	 	 	 
		By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 






    Exhibit L-2 


     

    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)         the offer of the Certificates
was not made to a person in the United States;


 


 



 


*     Select appropriate depository.


 



    Exhibit M-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


**   Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 



    Exhibit M-2 


     

    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)         the offer of the Certificates
was not made to a person in the United States,


 






    Exhibit N-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 





 



 


*    Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 



    Exhibit N-2 


     

    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






    Exhibit O-1 


     

    

 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 






    Exhibit O-2 


     

    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING HOLDER, the controlling 

class representative and/or
a Controlling Class 

Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2


		Email:	trustadministrationgroup@wellsfargo.com;

                                                                                cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned is a
Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment
advisor or manager or other representative of the foregoing).


 


2.           The undersigned is neither
the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.           In the case that the
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.           The undersigned is
not a Borrower Party.


 


5.           The undersigned is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the


 



    Exhibit P-1A-1 


     

    




 


undersigned
will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that
the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.           The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


7.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.           Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1A-2 


     

    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE 

and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2 

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425



 


		Re:	GS Commercial Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned is [the
Directing Holder] [the Controlling Class Representative] [a Controlling Class Certificateholder].


 


2.           The undersigned has received
a copy of the Prospectus.


 


3.           The undersigned is
not a Borrower Party.


 



    Exhibit P-1B-1 


     

    

 


4.           The undersigned is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.           The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


6.           At any time the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.           [For use with any party
other than the initial Directing Holder]The undersigned hereby certifies that an executed copy of this certification in [paper][electronic
click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable
Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


9.           Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    Exhibit P-1B-2 


     

    

 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1B-3 


     

    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING HOLDER, CONTROLLING CLASS 

REPRESENTATIVE and/or
a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2


 


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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned is a
Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment
advisor or manager or other representative of the foregoing).


 


2.           The undersigned is neither
the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.           In the case that the
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.           The undersigned is
a Borrower Party.


 


5.           The undersigned is requesting
access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration of the disclosure
to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the Distribution Date
Statements confidential (except from such outside persons as are assisting it in


 



    Exhibit P-1C-1 


     

    




 


making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will
not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Distribution Date
Statements confidential shall expire one year following the date that the undersigned receives such Distribution Date Statements
(with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser
of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution Date Statements in any
manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.


 


6.           The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


7.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.           Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1C-2 


     

    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, controlling class representative 

and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425



 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.     The undersigned is [the
Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.           The undersigned is
a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1 


     

    

 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.           The undersigned has received
a copy of the Prospectus.


 


4.           If the undersigned is
(a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each case with respect
to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded Loan”, as
defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination Event shall be deemed
to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice.


 


5.           Except with respect to
the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.           The undersigned hereby
acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling
and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


7.           The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and
the Trust Fund for any loss, liability or


 



    Exhibit P-1D-2 


     

    




 


expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.           To the extent the undersigned
receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above.


 


9.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


10.         The undersigned hereby
certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


11.         Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1D-3 


     

    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425




 

		
                                                        Re:
	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2016-GS2, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2016-GS2, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.           The undersigned is [the
Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as
of the date hereof.


 


2.           The undersigned has become
a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 



    Exhibit P-1E-1 


     

    




 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


3.           If the undersigned is
(a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each case with respect
to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded Loan”, as
defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination Event shall be deemed
to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice.


 


4.           Except with respect to
the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.           The undersigned hereby
acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling
and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 






    Exhibit P-1E-2 


     

    

 


6.           The undersigned shall
be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the Veritas Multifamily
Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


7.           To the extent the undersigned
receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above.


 


8.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.           The undersigned hereby
certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.         The undersigned is simultaneously
providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement, requesting
termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not
access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status
and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


11.         The undersigned agrees
to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and
the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph
2 above.


 






    Exhibit P-1E-3 


     

    

 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling Class Representative][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______





	cc:	GS Mortgage Securities Corporation II



 



    Exhibit P-1E-4 


     

    





 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National Association,

        

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        

        Attention: GS Mortgage Securities Trust Series 2016-GS2

         



		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2



 


In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned is [the Controlling Class
Representative][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.


 


2.          The undersigned has become a Borrower Party
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class
Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    Exhibit P-1F-1 


     

    

 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the GS Mortgage Securities Trust 2016-GS2 securitization should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.          The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class Holder
with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of the related
Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling
and Servicing Agreement.


 


Capitalized terms used but not defined herein have
the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.





	 	 	 
	 	[Controlling Class Representative][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





		cc:	GS Mortgage Securities Corporation II



 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 



    Exhibit P-1F-2 


     

    

 


	 	 
	Name:	 
	Title:	 



 



    Exhibit P-1F-3 


     

    

 


EXHIBIT P-1G


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE


 


[Date]


 


	Midland Loan Services, a Division of PNC

Bank, National Association, 10851 Mastin

Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

        Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating
        Officer

         
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

         
	 	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425




 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2



 


In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned has been
appointed to act as the Controlling Class Representative.


 


2.          The undersigned is
not a Borrower Party.


 


3.          If the undersigned becomes
a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For use with any party
other than the initial Controlling Class Representative]The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and


 



    Exhibit P-1G-1 


     

    

 


Servicing Agreement to each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


	 	 	 
	 	Controlling Class Representative
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





		cc:	GS Mortgage Securities Corporation II



 



    Exhibit P-1G-2 


     

    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GS2



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto
Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has provided the Depositor
with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has access to the Depositor’s
17g-5 website; and


 


c.          agrees that the confidentiality
agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information obtained from the Depositor’s
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s Website; or


 


		3	The undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten
(10) or more times during the most recently ended calendar year, or (b) has determined and maintained credit ratings for at least
10% of the issued securities and money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
in the calendar year prior to the year covered by the SEC Certification, if it accessed such information for 10 or more issued
securities or money market instruments



 


The undersigned shall be deemed
to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


 



    Exhibit P-2-1 


     

    

 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


	 	 	 
	 	[IDENTIFY
PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit P-2-2 


     

    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement
(the “Confidentiality Agreement”) is made in connection with [_____] (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the GS Mortgage Securities Corporation Trust 2016-GS2, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, A Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, and Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and the assets underlying or referenced by the Certificates, including the identity of, and financial information
with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include
the following information (irrespective of its source or form of communication, including information obtained by you through access
to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or
other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


		·	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined below) in violation of this Confidentiality Agreement;



 


		·	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 


		·	is independently developed by the NRSRO without reference to any Confidential Information.



 



    Exhibit P-2-3 


     

    

 


Information to Be Held in
Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you are
aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to the terms herein, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to
you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 


		·	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior
to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure,
and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		·	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



 


		·	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


Disclosures Required by
Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a


 



    Exhibit P-2-4 


     

    

 


protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including
copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing
Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing
Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies
and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material
that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation
Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain
subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality
Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly to advise
each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential
Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop
or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and agree that
the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions
of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches
of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy
to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed


 



    Exhibit P-2-5 


     

    

 


that no failure to or delay
in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This
Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of
Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


 



    Exhibit P-2-6 


     

    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GS2



 


This Certification has been prepared for provision
of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at
ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto
Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management Inc., Markit Group Limited or Thomson Reuters Corporation, a market data provider that has been
given access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com
(“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the Veritas Multifamily Pool 2 Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.



 



    Exhibit P-3-1 


     

    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 



    Exhibit P-3-2 


     

    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily
Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as Custodian, hereby certifies that, except as noted
on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Sections 2.01(c), 2.02(c) and 2.02(d)
of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and has determined that (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced
Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage
File” are in its possession, (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement
has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents
received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B)
appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents
(together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan
Schedule” accurately reflects the information set forth in the Mortgage File.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 



    Exhibit Q-1 


     

    

 





	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Q-2 


     

    

 


SCHEDULE A


 


	GS Mortgage Securities Corporation II

200 West Street 

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com	 	
        Moody’s Investors Service, Inc.

        7 World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

	 	 	 
	Goldman Sachs Mortgage Company

200 West Street 

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com	 	
        Fitch Ratings, Inc.

        One State Street Plaza

        New York, New York 10004

        Attention: Commercial Mortgage Backed Securities Surveillance

        Facsimile No.: (212) 635-0295

        E-mail: info.cmbs@fitchratings.com

	 	 	 
	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017

         
	 	
        Kroll Bond Rating Agency, Inc.

        845 Third Avenue, 4th Floor

        New York, New York 10022

        Attention: CMBS Surveillance

        Facsimile No.: (646) 731-2395

	 	 	 
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425
	 	
        Midland Loan Services, a Division of PNC Bank, 

National Association,
10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: (913) 253-9001 

	 	 	 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

        E Mail: cts.cmbs.bond.admin@wellsfargo.com
	 	 


 



    Exhibit Q-3 


     

    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head,


Fax number: (888) 706-3565


 





	SPACE ABOVE THIS LINE FOR RECORDER’S USE



 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association,
a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis
Road, Columbia, Maryland 20145, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”),
hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the “Master Servicer”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of
the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (12) below; provided however, that the documents described below
may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Agreement”) by and among GS Mortgage Securities
Corporation II, as Depositor, the Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer (the “General
Special Servicer”), Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer (the “Veritas
Multifamily Pool 2 Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such
capacity, the “Certificate Administrator”) and Trustee (in such capacity, the “Trustee”),
and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”)
and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities Trust
2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and no power is granted hereunder to take any action that
would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney
is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage Notes secured thereby. Capitalized


 



    Exhibit R-1-1 


     

    

 


terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


 


1.           Demand, sue for, recover,
collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable)
belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful means for recovery
by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation
and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting
(to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial
or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste,
fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.           Execute and/or file such
documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association, as Trustee, in
litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank, National Association,
as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.           Transact business of any
kind regarding the Loans and the Mortgaged Properties.


 


4.           Obtain an interest in
the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.


 


5.           Execute, complete, indorse
or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers, the Loans
and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing statements, continuation
statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance
agreements, loan assumption agreements, subordination agreements, property adjustment agreements, non-disturbance and attornment
agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements, and other instruments
pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties,
in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.           Endorse on behalf of the
undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute,
release or amend letters of credit as property securing the Loans.


 


7.           [RESERVED].


 



    Exhibit R-1-2 


     

    

 


8.          Such other actions and
file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Agreement.


 


9.          Execute any document or
perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary to transfer ownership
of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Loans.


 


10.        Subordinate the lien of
a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii) to an easement
in favor of a public utility company or a government agency or unit with powers of eminent domain, including but not limited to
the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose, and the execution
or requests to the trustees to accomplish the same.


 


11.        Convey the Property to
the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title to real
estate owned property (“REO Property”).


 


12.        Execute and deliver the
following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu of foreclosure,
including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty / quit claim
deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do as of [date].


 


This appointment is to be construed
and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended
to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby agrees
to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power
of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo
Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by a duly
elected and authorized signatory this _________ day of ________, 20[__].


 



    Exhibit R-1-3 


     

    

 


	NO CORPORATE SEAL	Wells Fargo Bank, National Association, as Trustee,
	 	 
	 	For GS Mortgage Securities Trust 2016-GS2





 


	 	 	By:	 
	Witness:	 	 	, Vice President        
	 	 	By:	 
	Witness:	 		, Vice President        
	 	 	 	 
	Attest:	Trust Officer	 	 	 




 



    Exhibit R-1-4 


     

    

 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY
under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.





	 	 
	 	Notary Public


 


	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 



    Exhibit R-1-5 


     

    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR [GENERAL SPECIAL SERVICER] [VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER]


 


RECORDING REQUESTED BY:


 


[Torchlight Loan Services, LLC


475 Fifth Avenue


New York, New York 10017]


 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff,
Niral Shah, Adam Singer


Facsimile: (305) 229-6425]


 


	SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY





Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the United States and having an office
at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints [Torchlight Loan Services, LLC (“General Special Servicer”)][Rialto
Capital Advisors, LLC (“Veritas Multifamily Pool 2 Special Servicer”)], and in its name, aforesaid Attorney-In-Fact,
by and through any officer appointed by the [Board of Directors] of [General Special Servicer][Veritas Multifamily Pool 2 Special
Servicer], to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
for the tasks described in the items (1) through (6) below; provided however, that the documents described below may only be executed
and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing
Agreement, dated as of May 1, 2016 (the “Agreement”) by and among GS Mortgage Securities Corporation II, as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master Servicer”),
[General Special Servicer][Torchlight Loan Services, LLC, as General Special Servicer (the “General Special Servicer”)],
[Veritas Multifamily Pool 2 Special Servicer][Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer (the
“Veritas Multifamily Pool 2 Special Servicer”)], Wells Fargo Bank, National Association, as Certificate Administrator
(in such capacity, the “Certificate Administrator”) and Trustee (in such capacity, the “Trustee”),
and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”)
and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities Trust
2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 and no power is granted hereunder to take any action that
would be adverse to the interests of Wells Fargo Bank, National Association.


 



    Exhibit R-2-1 


     

    

 


This Limited Power
of Attorney is being issued in connection with the [General Special][Veritas Multifamily Pool 2 Special] Servicer’s responsibilities
to service certain mortgage loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee.
The Loans are comprised of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust”
respectively), and other forms of security instruments (collectively, the “Security Instruments”) and the Mortgage
Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Agreement.


 


1.
Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of
breach, notices of default, and/or notices of sale, taking deeds in lieu of foreclosure, evicting (to the extent allowed by federal,
state or local laws) and foreclosing on the properties under
the Security Instruments. 


 


2. Execute and/or
file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association, as
Trustee, in litigation and to resolve any litigation where the [General Special][Veritas Multifamily Pool 2 Special] Servicer has
an obligation to defend Wells Fargo Bank, National Association, as Trustee.


 


3. Obtain an
interest in the Property and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s act and deed, to contract
for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory
note or performance of any obligation or agreement.


 


4.
Execute bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers and/or
the Properties, including but not limited to the execution of estoppel certificates, financing statements, continuation statements,
releases, satisfactions, assignments, loan modification agreements,
loan assumption agreements, subordination agreements, property adjustment agreements, non-disturbance and attornment agreements,
leasing agreements, management agreements, listing agreements,
purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee. 


 


5. Endorse on behalf of the undersigned
all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release
or amend letters of credit as property securing the loans.


 


6. Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [General Special][Veritas
Multifamily Pool 2 Special] Servicer’s duties and responsibilities under the Agreement.


 


The undersigned
gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the
undersigned might or could do as of [date].


 



    Exhibit R-2-2 


     

    

 


This appointment
is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein
is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The [General
Special][Veritas Multifamily Pool 2 Special] Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association,
as Trustee, and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of the misuse of this Limited Power of Attorney by the [General Special][Veritas Multifamily Pool 2
Special] Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or
the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF,
Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this ___ day of ___________, 2016.


 


	NO CORPORATE SEAL	Wells Fargo Bank, National Association, as Trustee,
	 	 
	 	For GS Mortgage Securities Trust 2016-GS2





 


	 	 	By:	 
	Witness: , Vice President	 	 	
	 	 	 	 
	Attest:	Trust Officer	 	 	 


 



    Exhibit R-2-3 


     

    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS, INITIAL CLASS MAJORITY
CERTIFICATEHOLDER 


 


	

Loan	



Companion Holder
	Veritas Multifamily Pool 1	
        NOTE A-1



Wilmington Trust, National Association for the Holders of GS Mortgage Securities Corporation Trust 2016-RENT, Commercial Mortgage
Pass-Through Certificates, Series 2016-RENT

         

        Notice
Address:

        

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee GS 2016-RENT

         

        NOTE A-3



GS Commercial Real Estate LP

         

        Notice
Address:

        

GS Commercial Real Estate LP

200 West Street

        New York, New York 10282

        Attention: Leah Nivison

         

        SUBORDINATE COMPANION LOAN



Wilmington Trust, National Association for the Holders of GS Mortgage Securities Corporation Trust 2016-RENT, Commercial Mortgage
Pass-Through Certificates, Series 2016-RENT

         

        Notice
Address:

        

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890




 



    Exhibit S-1 


     

    

 


	 	Attention: CMBS Trustee GS 2016-RENT
	Twenty Ninth Street	
        NOTE A-2

        

        Wells Fargo Bank, National Association for the Holders of Morgan Stanley Capital I Trust 2016-UBS9, Commercial Mortgage
        Pass-Through Certificates, Series 2016-UBS9

         

        Notice
Address:

        

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – MSCI 2016-UBS9

         

        NOTE A-3

        

        UBS Real Estate Securities Inc.

         

        Notice
Address:

        

UBS Real Estate Securities Inc.

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

         

        with a copy to:

         

        Cadwalader, Wickersham
& Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino,
Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

         

	Panorama Corporate Center	
        NOTE A-2

        

        Goldman Sachs Mortgage Company

         

        Notice
        Address:

         

        Goldman Sachs Mortgage Company

200 West Street




 



    Exhibit S-2 


     

    

 


	 	New York, New York 10282

                                                                                Attention: Leah Nivison

	Veritas Multifamily Pool 2	
        NOTE A-2



GS Commercial Real Estate LP

         

        Notice
Address:

        

GS Commercial Real Estate LP

200 West Street

        New York, New York 10282

        Attention: J. Theodore Borter and
        Rene Theriault

         

        SUBORDINATE COMPANION LOAN



Forethought Life Insurance Company

         

        Notice
        Address:

         

        Forethought Life Insurance Company

        c/o Global Atlantic Financial Company

        132 Turnpike Road, Suite 210

        Southborough, Massachusetts 01772

        Attention: Middle Office/Mark Sangalang

         

        with a copy to:

         

        Shipman & Goodwin LLP

        One Constitution Plaza

        Hartford, Connecticut 06103-1919

        Attention: Kathleen M. Mylod

	Residence Inn and SpringHill Suites North Shore	
        NOTE A-2

        

        Goldman Sachs Mortgage Company

         

        Notice
        Address:

         

        Goldman Sachs Mortgage Company

200 West Street

        New York, New York 10282

        Attention: Leah Nivison



 



    Exhibit S-3 


     

    

  


EXHIBIT T


 


FORM OF NOTICE RELATING TO
THE NON-SERVICED MORTGAGE LOAN


 


[Date]

 


	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee GS 2016-RENT

Fax Number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services (CMBS)

GS 2016-RENT

Fax Number: (410) 715 2380

E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein
	 	 	 
	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: GS 2016-RENT Asset Manager

Fax Number: (704) 715-0036	 	Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing

MAC D1086-120, 550 South Tryon Street 

Charlotte, North Carolina 28202

Attention: GS 2016-RENT Special Servicing – Daniel Marthinsen 

Fax Number: (704) 715-0055


 


		Re:	GS Mortgage Securities Corporation Trust 2016-RENT



 


Ladies and Gentlemen:


 


Reference is hereby made to
the Trust and Servicing Agreement, dated as of March 18, 2016 (the “2016-RENT Trust and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer, Special
Servicer and Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them (or an analogous term) in the 2016-RENT Trust and Servicing Agreement.


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “GS2 PSA”), by and among
GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “GS2 Master Servicer”), Torchlight Loan Services, LLC, as general special servicer (the “GS2
General Special Servicer”), Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 special servicer (the “GS2
Veritas Multifamily Pool 2 Special Servicer”), Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer,


 



    Exhibit T-1 


     

    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “GS2 Certificate
Administrator”) and trustee (in such capacity, the “GS2 Trustee”), pursuant to which the GS Mortgage
Securities Trust 2016-GS2 (the “GS2 Trust”) was established and the Veritas Multifamily Pool 1 Companion Loan
was transferred to the GS2 Trust as of May 31, 2016 (the “Closing Date”).


 


The undersigned hereby notifies
you that, as of the Closing Date:


 


1.          Wells Fargo Bank, National
Association, as trustee under the GS2 PSA, is the holder of the Veritas Multifamily Pool 1 Companion Loan.


 


2.          You are directed to remit
to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GS2 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer under the GS2 PSA, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the related Veritas Multifamily Pool 1 Companion
Loan, under the 2016-RENT Trust and Servicing Agreement, and the Veritas Multifamily Pool 1 Companion Loan Co-Lender Agreement,
as applicable.


 


The Veritas Multifamily Pool
1 Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the GS2 PSA) under the GS2 PSA.


 


3.            The
contact information for the GS2 Trustee, the GS2 Certificate Administrator, the GS2 Master Servicer, the GS2 Special Servicer,
and the Companion Loan Holder Representative with respect to the Veritas Multifamily Pool 1 Companion Loan are as follows:


	
        GS2 Trustee:

         

         

         
	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

	GS2 Certificate Administrator:	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS2

	GS2 Master Servicer:	 	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attn: Executive Vice President – Division Head

	GS2 General Special Servicer:	 	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 100171




 



    Exhibit T-2 


     

    

 


	GS2 Veritas Multifamily Pool 2 Special Servicer	 	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile: (305) 229-6425

	Veritas Multifamily Pool 1 Companion Loan Holder Representative	 	
        Torchlight Loan Services, LLC

        475 Fifth Avenue

        New York, New York 10017



 


4.          The GS2 Trust is subject
to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


5.          A
copy of an executed version of the GS2 PSA will be available upon request.


	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	
	 	 	Title:	


 



    Exhibit T-3 


     

    

 





EXHIBIT U 


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


To:


	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York  10007

Attention:  Commercial Mortgage Surveillance Group

E-mail:  CMBSSurveillance@moodys.com	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York  10022

Attention:  CMBS Surveillance

Facsimile No.:  (646) 731-2395
	 	 
	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 




 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor.



 


		Date:	_________, 20___



 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ on the Mortgage Loan Schedule attached
to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule
by the following names:____________________

       ____________________



  



    Exhibit U-1


     


    




 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)          Notify you that the
Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked below:


 


____a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)         Certify that each
of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


                                         


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)         The
defeasance was consummated on __________, 20__.


 


(iii)        The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)        The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)         The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






    Exhibit U-2


     


    







 


(vi)        The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)      The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)        The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)          The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in


 






    Exhibit U-3


     


    




 


the defeasance collateral and
that the documents executed in connection with the defeasance are enforceable in accordance with their respective terms. 







 


(c)        
Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d) 
      Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)  
     Agree to provide copies of all items listed in Exhibit B to you upon request.  


 






    Exhibit U-4


     


    







 





IN WITNESS WHEREOF,
the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above. 





	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

Title:


 






    Exhibit U-5


     


    




 








EXHIBIT V


 


FORM OF OPERATING
ADVISOR ANNUAL REPORT1 


 


Report Date: This
report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation
II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank,
National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer
and Operating Advisor.

Transaction: GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2

Operating Advisor: Pentalpha Surveillance LLC

General Special Servicer: Torchlight Loan Services, LLC 


Veritas Multifamily Pool
2 Special Servicer: Rialto Capital Advisors, LLC

Directing Holder: [_______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analysed by the Special Servicer as
                                         part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [●] of such Specially Serviced Loans.
                                         This report is based only on the Specially Serviced Loans in respect of which an Asset
                                         Status Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive
                                         Summary



 


Based on the
requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and
Servicing Agreement) has undertaken a limited review of the Special Servicer’s operational activities to service
certain Specially Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating
Advisor [does, does not] believe there are material violations


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information. 


 






    Exhibit V-1


     


    




 


of
the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s
assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its
obligations and net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the
following [·] Specially Serviced Loans: [List applicable mortgage loans]



 


		2.	Consulted with the Special Servicer as provided under
the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net
present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Loans should be considered a
limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value
calculator, visit any property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition,
our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of
the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does
not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	[During the prior year,
the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to
the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].]



 


		3.	Appraisal Reduction calculations
and net present value calculations:



 


		4.	The
Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination
of what course



 






    Exhibit V-2


     


    




 


	 	 	of
action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special
Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general
discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other
information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related
to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor
did not participate in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any
Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Holder directly. As such, the
Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with
the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other
contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held
between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with
its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that
the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks
that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited
to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate
in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational
compliance with respect to those types of actions.



 






    Exhibit V-3


     


    




 


		5.	The Operating Advisor
is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address
such questions to the certificate administrator through the certificate administrator’s website.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 






    Exhibit V-4


     


    

   


EXHIBIT W 


 


Form
of Notice from Operating Advisor Recommending Replacement of [General Special Servicer] [veritas MULTIFAMILY POOL 2 special servicer] 


 


Wells Fargo Bank, National Association 


as Trustee 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS2




 


Wells Fargo Bank, National Association 


as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951


 Attention: Corporate
Trust Services (CMBS) 


GS Mortgage Securities Trust
2016-GS2 


Telecopy Number: (410) 715-2380 


  


[Torchlight Loan Services, LLC 


475 Fifth Avenue 


New York, New York 10017] 


 


[Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 


Facsimile: (305) 229-6425] 


 


		Re:	GS Mortgage Securities
                                         Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, Recommendation
                                         of Replacement of Special Servicer	



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors,
LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator,
and Pentalpha


 






    Exhibit W-1


     


    

 


Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, on behalf of the holders of GS Mortgage Securities Trust 2016-GS2,
Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 (the “Certificates”) regarding the replacement
of the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer]. Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the [General Special Servicer’s] [Veritas Multifamily Pool 2 Special Servicer’s] operational practices conducted
pursuant to and in accordance with Section 3.26 of the Pooling and Servicing Agreement, it is our assessment that [Torchlight Loan
Services, LLC] [Rialto Capital Advisors, LLC], in its current capacity as [General Special Servicer] [Veritas Multifamily Pool
2 Special Servicer], is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing
Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Torchlight Loan Services, LLC] [Rialto Capital Advisors, LLC] be removed as [General Special
Servicer] [Veritas Multifamily Pool 2 Special Servicer] and that [________] be appointed its successor in such capacity. 





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
		By:	 
	 	 	Name:

Title:





 


Dated:


 






    Exhibit W-2


     


    




  


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


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

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565] 


 


[Torchlight Loan Services, LLC 


475 Fifth Avenue 


New York, New York 10017]


  


[Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 


Facsimile: (305) 229-6425]


 


		Re:	Access to Certain Information Regarding GS Mortgage
Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto
Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor. Defined terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)] [Torchlight Loan Services, LLC (“Torchlight”)] [Rialto
Capital Advisors, LLC (“Rialto”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 






    Exhibit X-1


     


    




 





[_____] [__], 20[__]

Page 2







 


[Midland] [Torchlight] [Rialto] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Midland] [Torchlight]
[Rialto] by third parties, (b) may not have been verified by [Midland] [Torchlight] [Rialto], and (c) may be incomplete
or contain inaccuracies. The Company agrees that [Midland] [Torchlight] [Rialto], the [“Master Servicer”] [“General
Special Servicer”] [“Veritas Multifamily Pool 2 Special Servicer”] (as defined in the Pooling and
Servicing Agreement) and its Representatives (as defined below) shall not have any liability to the Company or its Representatives
resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) [Midland] [Torchlight] [Rialto]’s failure or inability to provide the Confidential Information to the Company
for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland] [Torchlight] [Rialto]; (b) information that is obtained by Company from a third person
who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or
fiduciary obligation to [Midland] [Torchlight] [Rialto]; (c) information that is or becomes publicly available through no
fault of Company; and (d) information that is independently developed by Company. The term “Representatives” with
respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel
(which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Midland] [Torchlight] [Rialto]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland] [Torchlight] [Rialto]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”).
[Midland] [Torchlight] [Rialto] may cease or defer providing the Company with Confidential Information in the event that (a) the
Company or its Representatives violate any provision hereof, or (b) [Midland] [Torchlight] [Rialto] determines (in its sole
discretion) that such termination is necessary for any reason, including its determination that such action is required pursuant
to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland] [Torchlight]
[Rialto] shall cease to provide the Company with Confidential Information if [Midland] [Torchlight] [Rialto] has actual knowledge
that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland] [Torchlight]
[Rialto] determines that the provision, notice or access to such Confidential Information would violate the accepted servicing
practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. [Midland] [Torchlight] [Rialto]’s remedies hereunder, at law or at equity, are cumulative
and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any


 



    Exhibit X-2


     


    

 





[_____] [__], 20[__]

Page 3 







 


governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland] [Torchlight] [Rialto] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland]
[Torchlight] [Rialto]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






    Exhibit X-3


     


    




 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.







	 	 	 
	 	Very truly yours,
	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION]
	 	 	 
		By:	 
	 	 	Name:

Title:]
	 	 	 









	 	[TORCHLIGHT LOAN SERVICES, LLC
	 	 	 
		By:	 
	 	 	Name:

Title:]
	 	 	 









	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
		By:	 
	 	 	Name:

Title:]







 





	CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 	 
	By:	 	 
	 	Name:

Title:	 



 


 






    Exhibit X-4


     


    

  


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION






 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the GS Mortgage Securities Trust 2016-GS2 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Master Servicer, the General Special Servicer
and the Veritas Multifamily Pool 2 Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement
in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A)     Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto
Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer; and


 


(B)     Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Certificate Administrator,
and Wilmington


 



    Exhibit Y-1


     

    

 


Trust, National Association, as Non-Serviced Trustee of the Veritas Multifamily Pool 1 Mortgage Loan..


 


Date:_________________________


 





	[NAME OF OFFICER]

(Senior officer in charge of securitization of the depositor)	 



 


 







    Exhibit Y-2


     

    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR 


 


GS Mortgage Securities Corporation II 


200 West Street 


New York, New York 10282 


Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.



  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 





1.           I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


  


2.           Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K; 


 


3.           Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicers and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports; 


 






     Exhibit Z-1-1


     


    




 


4.           I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and 


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects. 







  


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.





  


Dated: ____________________________  


			 
	 	 	Name:

Title:





 






     Exhibit Z-1-2


     


    




 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison



 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.






 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






     Exhibit Z-2-1


     


    




 


3.            Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Master Servicer Periodic Information; 


 


4.            I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.            The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and 


 


6.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


  


This Certification is being signed by me
as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling
and Servicing Agreement.





 


Dated: ____________________________


			 
	 	 	Name:

Title:





 






     Exhibit Z-2-2


     


    




 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY [GENERAL SPECIAL SERVICER][VERITAS MULTIFAMILY POOL 2 SPECIAL SERVICER]





 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.






  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
[General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] in accordance with the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and
all information required to be provided by the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] in accordance
with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect
of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such
information provided by the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer], collectively, the “Special
Servicer Periodic Information”); 


 


2.          Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K; 


 






     Exhibit Z-3-1


     


    




 


3.          Based
on my knowledge, all servicing and other information required to be provided by the [General Special Servicer] [Veritas Multifamily
Pool 2 Special Servicer] under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Special Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the [General Special Servicer]
[Veritas Multifamily Pool 2 Special Servicer] under the Pooling and Servicing Agreement, and based on my knowledge and the compliance
review conducted in preparing the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer]’s compliance
statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the [General Special Servicer]
[Veritas Multifamily Pool 2 Special Servicer] has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects; 


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] with respect to the Trust’s fiscal
year _____ have been provided all information relating to the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer]’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the
standards for attestation engagements issued or adopted by the PCAOB; and 


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the [General Special
Servicer] [Veritas Multifamily Pool 2 Special Servicer] or any Servicing Function Participant retained by the [General Special
Servicer] [Veritas Multifamily Pool 2 Special Servicer] (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects. 


 


This Certification is being signed by me
as an officer of the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] responsible for reviewing the activities
performed by the [General Special Servicer] [Veritas Multifamily Pool 2 Special Servicer] under the Pooling and Servicing Agreement.





 


Dated: ____________________________ 


			 
	 	 	Name:

Title:





 






     Exhibit Z-3-2


     


    







Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee 


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and, as Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating
Advisor.






 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  





1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”); 


 


2.          Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






     Exhibit Z-4-1


     


    




 


3.          Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information; 


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and 


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects. 


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement. 


 


Dated: ____________________________





			 
	 	 	Name:

Title:





 






     Exhibit Z-4-2


     


    

  


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR 


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


  


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.






 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”); 


 


2.          Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






     Exhibit Z-5-1


     


    




 


3.          Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


  


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 


Dated: ____________________________





			 
	 	 	Name:

Title:


 






     Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Corporation II, issued pursuant
to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among
GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool
2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor.



   


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”); 


 


2.          Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K; 





  


3.          Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;



 



     Exhibit Z-6-1


     


    




 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and 


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects. 


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 


 Dated: ____________________________ 


			 
	 	 	Name:

Title:





 






     Exhibit Z-6-2


     


    

  


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


  


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special
Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.






  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 











1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.          Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






     Exhibit Z-7-1


     


    







 


3.          Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information;


 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset Representations
Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material
instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance
with servicing criteria is fairly stated in all material respects.


  


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 


Dated: ____________________________


			 
	 	 	Name:

Title:


 






     Exhibit Z-7-2


     


    







EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer. 


 


	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special
Servicer

Custodian (as applicable) 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)2
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer 




 





 






 


2 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 






    Exhibit AA-1 


    	 



    

 


	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
Administrator

Operating Advisor (with respect to A and B) 

        Asset
        Representations 

Reviewer (with respect to A and B)3

         

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer



 





 



 


3
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the
Pooling and Servicing Agreement during the applicable calendar year.




 






    Exhibit AA-2 


    	 



    




 


	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
Servicer

Operating Advisor

Asset Representations Reviewer4

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 





 






 


4
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the
Pooling and Servicing Agreement during the applicable calendar year.





 






    Exhibit AA-3 


    	 



    

 





 


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-4 


    	 



    

 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets
and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Veritas
Multifamily Pool 2 Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other
than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer,
the General Special Servicer and the Veritas Multifamily Pool 2 Special Servicer (in its capacity as such) shall be entitled to
assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the Master Servicer, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer be required to
provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer, the General
Special Servicer or the Veritas Multifamily Pool 2 Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this GS Mortgage Securities Trust 2016-GS2 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer and the Veritas Multifamily Pool 2 Special Servicer (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 







	Item
    on Form 10-D	Party
    Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(14) of Regulation AB 

        ·     Item
1121(d) of Regulation AB 

        ·     Item
1121(e) of Regulation AB
	
        ·     Certificate Administrator

         

        ·     Depositor

         

        ·     Asset Representations
        Reviewer

         

	Item 2:  Legal Proceedings:	·     Master Servicer (as to itself)


 






    Exhibit BB-1 


    	 



    

 


	·     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	
        ·     Special Servicer (as
        to itself)

         

        ·     Certificate Administrator
        (as to itself)

         

        ·     Trustee (as to itself)

         

        ·     Depositor (as to itself)

         

        ·     Operating Advisor
        (as to itself)

         

        ·     Any other Reporting
        Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Mortgage Loan Seller
        as sponsor (as defined in Regulation AB)

         

        ·     Originators under
        Item 1110 of Regulation AB

         

        ·     Party under Item 1100(d)(1)
        of Regulation AB

        

	Item 3:  Sale of Securities and Use of Proceeds



	·     Depositor
	Item 4:  Defaults Upon Senior Securities



	·     Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders



	·     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item 1112(b) of Regulation
        AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall
	
        ·     Master Servicer (excluding
        information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special Servicer (as
        to REO Properties)

         

         

         



 






    Exhibit BB-2 


    	 



    

 


	
        consist of such quarterly and annual operating statements,
        budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements
        of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant
        to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant
        obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is
        required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable in the Form
        10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
        or prepared by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor
Interest in the Securities: 

         

        Item 1124 of Regulation
AB.

         
	Mortgage Loan Seller (as sponsor (as defined in Regulation AB))
	
        Item 8: Significant Enhancement Provider Information:

         

        ·     Item 1114(b)(2) and
        Item 1115(b) of Regulation AB

         
	·     Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K	
        ·     Certificate Administrator,
        Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
        with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding 



 






    Exhibit BB-3 


    	 



    




 


	Disclosure”.	
        Distribution Date) 

        ·     Master
Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account
as of the related Distribution Date and the preceding Distribution Date) 

        ·     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

        ·     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 

	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
        security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Certificate
Administrator 

        ·     Depositor

         

        provided, in each case, that this
shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided further, in each case, that
        in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
        shall be the responsible party.

        

	
        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item
601 of Regulation S-K) 
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused 


 






    Exhibit BB-4 


    	 



    

 


	 	to have been executed on behalf of the Trust.
	
        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report.
	·    The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the
Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item
601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits
(Exhibit No. 99 of Item 601 of Regulation S-K)
	·     Not Applicable.
	
        Item 9: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100
of Item 601 of Regulation S-K). 
	·     Not Applicable.
	Item 9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under



 






    Exhibit BB-5 


    	 



    




 


	“Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


 






    Exhibit BB-6 


    	 



    

  


EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special
Servicer and the Veritas Multifamily Pool 2 Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific notice to the contrary from the Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer and the Veritas Multifamily Pool 2 Special Servicer (in its capacity
as such) shall be entitled to assume that there is no “significant obligor” other than a party or property identified
as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer, the General Special Servicer or the Veritas Multifamily Pool 2 Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master
Servicer, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2016-GS2 Pooling and Servicing Agreement, each
of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Veritas Multifamily Pool
2 Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 







	Item on Form 10-K	Party Responsible
	Item 1B:  Unresolved Staff Comments 

                                                                                 
	·     Depositor


 






    Exhibit CC-1 


    	 



    

 


	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”.

         
	
        ·     The Mortgage
        Loan Seller.

         

         

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·     The Depositor


 






    Exhibit CC-2 


    	 



    

 





	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ·     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the
extent that is has not previously been reported as “Additional Form 10-D Information”. 

         
	
        ·     Master Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special Servicer
        (as to REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
1114(b)(2) and 1115(b) of Regulation AB 

         
	·     Depositor


 






    Exhibit CC-3 


    	 



    




 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item 1117 of
        Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
        material to security holders)

         
	
        ·     Master Servicer
        (as to itself)

         

        ·     Special Servicer
        (as to itself)

         

        ·     Certificate Administrator
        (as to itself)

         

        ·     Trustee (as to
        itself)

         

        ·     Depositor (as
        to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Mortgage Loan
        Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators under
        Item 1110 of Regulation AB

         

        ·     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
of Regulation AB,


        	
        ·     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)). 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Trustee 

        ·     Asset
Representations Reviewer 

        ·     Each
party (other than the Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party



 






    Exhibit CC-4 


    	 



    




 


	
        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-GS2 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c) of Regulation
        AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-GS2 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, and (3) the Trust;
provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if 
	
        no longer constitutes an originator
of 10% or more of the assets of the Trust). 

        ·     Each
party (other than the Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of
the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due. 

        ·     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ·     Each party (if
        any) that that is specifically identified as an “other material party to the securities or transaction for purposes of Regulation
        AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to the
        parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the
        Form 10-K is due.

         



 






    Exhibit CC-5 


    	 



    

 


	it was previously reported as “Additional Form 10-K Disclosure”. 

                                                                                 
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b) of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-GS2 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was 
	
        ·     The
Depositor 

        ·     The Mortgage
        Loan Seller

         



 






    Exhibit CC-6 


    	 



    

 


	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c) of Regulation
        AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-GS2 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the
two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C)
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor


 






    Exhibit CC-7 


    	 



    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Trustee 

        ·     Certificate
Administrator 

        ·     Depositor

         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party. 

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	·     Not Applicable


 






    Exhibit CC-8 


    	 



    

 


	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item
601 of Regulation S-K) 
	·     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a
Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K). 
	·     Not applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
Agreement. 
	·     Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.

         
	
        ·     Master
Servicer 

        ·     Special
Servicer 

        ·     Depositor 

        ·     Any other Servicing
        Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report. 

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of
Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on
behalf of a party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 


 






    Exhibit CC-9 


    	 



    

 


	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K). 
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item
601 of Regulation S-K). 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with
servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of
Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K). 
	Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601
of Regulation S-K). 
	·     Not Applicable.


 






    Exhibit CC-10 


    	 



    

 





	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the General Special Servicer or the Veritas Multifamily Pool 2 Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	Item 15:  Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15:  Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor]

         

	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103 of Item 601
of Regulation S-K).
	
        [Certificate Administrator] 

        [Depositor]

         








 






    Exhibit CC-11 


    	 



    

 


 


 



EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate
Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has knowledge of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer, the General Special Servicer and the Veritas Multifamily Pool 2 Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to
itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or the Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer
and the Veritas Multifamily Pool 2 Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer, the General
Special Servicer or the Veritas Multifamily Pool 2 Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Master Servicer, the General Special Servicer or the Veritas Multifamily
Pool 2 Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this GS Mortgage Securities
Trust 2016-GS2 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the General
Special Servicer and the Veritas Multifamily Pool 2 Special Servicer (in its capacity as such) shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.  


 


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).
        

         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is  
	 



 






    Exhibit DD-1


     

    

  


	 	not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy or Receivership	·     Depositor	 
	Item 2.04:  Triggering Events that Accelerate	·     Depositor	 


 



    Exhibit DD-2


     

    




 


	or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	·     Certificate Administrator
	Item 3.03:  Material Modification to Rights of Security Holders	·     Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01:  ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee 

        ·     Depositor

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer, General Special Servicer or Veritas Multifamily Pool 2 Special Servicer	
        ·     Certificate
Administrator 

        ·     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
Servicer 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Depositor 

	Item 6.03:  Change in Credit Enhancement or External Support	
        ·     Depositor 

        ·     Certificate
Administrator 

	Item 6.04:  Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	·     Depositor
	Item 7.01:  Regulation FD Disclosure	·     Depositor
	Item 8.01:  Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K) 
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 3): 

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor


 



    Exhibit DD-3


     

    




 


	
        Item 9.01(d): Exhibits (no. 4): 

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
Administrator 

         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

	
        Item 9.01(d): Exhibits (no. 7): 

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14): 

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16): 

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20): 

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23): 

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24) 

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
	·     Certificate Administrator 


 



    Exhibit DD-4


     

    




 


	on behalf of a party, is signed pursuant to a power of attorney.	 
	
        Item 15: Exhibits (no. 99) 

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100) 

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	·     Not Applicable.


 






    Exhibit DD-5


     

    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


  


Wells Fargo Bank, National Association, as Certificate
Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) GS Mortgage
Securities Trust 2016-GS2 


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure**
Required 


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05] [11.07]
of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital
Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as [              ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed to [                            ],
phone number: [                             ]; email address: [                             ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Depositor


 






    Exhibit EE-1


     

    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


  


	Mortgage Loan Seller	Property Name	Sub-Servicer Name	Sub-Servicer’s Duties
	GSMC	Panorama Corporate Center	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Hampton Inn San Diego Mission Valley	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Deerbrook Plaza	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Highlands Shopping Center	CBRE Loan Services, Inc.	Non-cashiering
	GSMC	Westrock Industrial	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Bellam Self Storage and Boxes	CBRE Loan Services, Inc.	Non-cashiering
	GSMC	220 Lake Drive	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	McMinn Plaza	Cohen Financial Services (DE) LLC	Non-cashiering
	GSMC	Comerica Bank and KFC Portfolio	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Clayton Village	Cohen Financial Services (DE) LLC	Non-cashiering


 






    Exhibit FF-1


     

    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


Wells Fargo Bank, National Association


 






    Exhibit GG-1


     

    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2016-GS, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association], as Master Servicer] [Torchlight
Loan Services, LLC, as General Special Servicer] [Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the
“Certifying Servicer”), certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 



Date:__________________________________


 


[MIDLAND LOAN SERVICES, A DIVISION OF PNC


BANK, NATIONAL ASSOCIATION, as Master Servicer]

[TORCHLIGHT LOAN SERVICES, LLC, as General Special Servicer]





[RIALTO CAPITAL ADVISORS, LLC, as Veritas
Multifamily Pool 2 Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION as Certificate Administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee]


 






    Exhibit HH-1


     

    

 





	By:	 	 
	 	Name:	 
	 	Title:	 



 






    Exhibit HH-2


     

    





 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting
                                         Servicer”) is responsible for assessing compliance with the servicing
                                         criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
                                         for the 12-month period ending December 31, 20[__] (the “Reporting
                                         Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement.
                                         The transactions covered by this report include asset-backed securities transactions
                                         for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
                                         certificate administrator, asset representations reviewer] involving commercial mortgage
                                         loans [other than __________________1]
                                         (the “Platform”);



 


The Reporting Servicer has engaged certain vendors,
which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below, the Reporting
Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


 


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,
directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in all material
respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified and is
not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified any material
deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 


[____], a registered public accounting firm, has
issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria
for the Reporting Period.


 






    Exhibit II-1


     

    

 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


  


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit II-2


     

    







 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent
to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President 


 


or by wire transfer to: 


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 






    Exhibit JJ-1


     

    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL: 


To: Wells Fargo Bank, National Association, as Certificate Administrator;
cts.sec.notifications@wellsfargo.com


 


Ref: GSMS 2016-GS2, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion on
Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	GSMS
    2016-GS2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS
    2016-GS2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS
    2016-GS2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    Exhibit KK-1


     

    




 


EXHIBIT
LL


 


Form
of Notice of Exchangeable Certificates

for the Class PEZ Certificates


 


 


 


Wells Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attn: Corporate Trust Services (CMBS) GS Mortgage Securities Trust 2016-GS2





Via email to:


 


		·	cts.cmbs.bond.admin@wellsfargo.com



  


Ladies and Gentlemen:


 


In accordance with Section
5.09 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily
Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as Certificateholder or Certificate Owner, we hereby
give notice of our intent to present and surrender the [Class A-S, Class B and Class C Certificates specified on Schedule I attached
hereto] [Class PEZ Certificates specified on Schedule I attached hereto] and all of our right, title and interest in and to such
[Class A-S, Class B and Class C Certificates][Class PEZ Certificates], including all payments of interest thereon received after
[_____________], in exchange for the [Class PEZ Certificates specified on Schedule I attached hereto][Class A-S, Class B and Class
C Certificates specified on Schedule I attached hereto]. We propose an Exchange Date of [______].


 


We agree that upon such exchange,
our interests in the portions of the [Class A-S, Class B and Class C Certificates][Class PEZ Certificates] designated for exchange
shall be cancelled and replaced by the [Class PEZ Certificates][Class A-S, Class B and Class C Certificates] issued in exchange
therefor.





 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used in this notice but not defined herein have the
meanings assigned to them in the Pooling and Servicing Agreement.


 






    Exhibit LL-1


     

    

 





	 	[________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]








 






    Exhibit LL-2


     

    

 


SCHEDULE I


 


CERTIFICATES TO BE EXCHANGED





	Certificates to be exchanged	CUSIP (of Certificates to be exchanged)	outstanding principal balance of the Initial Certificate Balance of Certificates to be exchanged	Certificates to be received	CUSIP (of Certificates to be received)
	 	
        
	 	 	
         

         

         



 


The Exchangeable Certificates may be exchanged only in the Exchange
Proportion designated in the Pooling and Servicing Agreement.


 






    Exhibit LL-3


     

    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


  


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW** 


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS2 


E-Mail: cts.sec.notifications@wellsfargo.com 


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required 


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas
Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha
Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY
	
        Ending Balance as of 

        MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1


     

    

 


List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed to [                      ],
phone number: [                      ]; email address: [                      ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 






    Exhibit MM-2


     

    

 


EXHIBIT
NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

     as Certificate Administrator

9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS2


 


		Re:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS2 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of May 1, 2016, by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors,
LLC, as Veritas Multifamily Pool 2 Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating
Advisor



 


This letter is delivered to you,
pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued
pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:









	 
	 
	 



  


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing 



 






    Exhibit NN-1


     

    

 


Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:


 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit NN-2


     

    




 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER5


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2016-GS2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing
Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to
the Delinquent Mortgage Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 


5
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




 






    Exhibit OO-1


     

    

 


EXHIBIT
PP


 


FORM OF ASSET REVIEW REPORT
SUMMARY6


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2016-GS2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing
Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to
the Delinquent Mortgage Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance
of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 


6
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.




 






    Exhibit PP-1


     

    

 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 






    Exhibit PP-2


     

    

 


EXHIBIT QQ


ASSET
REVIEW PROCEDURES


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Asset Representations Reviewer
(“Asset Representations Reviewer”) shall perform an Asset Review with respect to each representation and warranty
made by the Mortgage Loan Seller only with respect to each Delinquent Mortgage Loan in accordance with the procedures set forth
below (each such procedure, a “Test”). Capitalized terms used herein but not defined herein have the meaning
set forth in the Pooling and Servicing Agreement or, solely with respect to a representation and warranty, the meaning set forth
in the related Mortgage Loan Purchase Agreement. For the avoidance of doubt, in connection with the performance of the following
Tests:


		(A)	With
respect to any representation and warranty that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s
knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set
forth in the applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy, or title policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the such policy, and will be allowed to
                                         rely upon the conclusions of the consultant for the purpose of determining a Test pass
                                         or fail.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass
                                         shall be deemed to have occurred with respect to such Test if the sole reason for not
                                         satisfying the applicable Test is caused by such exception(s); and



 


		(G)	Evidence
of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that the Test
failed to achieve a Test pass, or (ii) a



 






    Exhibit QQ-1



     


    

 


determination
by the Asset Representations Reviewer that the documentation included in the Review Materials is not sufficient to perform the
Test.


 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated
to perform additional procedures on any Delinquent Mortgage Loan. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) the Review Materials specified in the related Test and
(2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited
Information relevant to the Tests subject to the terms of the Pooling and Servicing Agreement. If the Asset Representations Reviewer
considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there
is a Test pass.


 






    Exhibit QQ-2



     


    




 









	 Representations and Warranties	          Test	Review
    Materials
	 1.  Whole
    Loan; Ownership of Mortgage Loans.  Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a Whole Loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that is part
    of a Whole Loan is a senior or pari passu portion of a Whole Loan evidenced by a senior or pari passu note.  At
    the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other
    than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and
    was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement,
    any other pooling and servicing agreement with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related
    Companion Loan pursuant to a Co-Lender Agreement.  The Mortgage Loan Seller has full right and authority to sell,
    assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment
    of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
    such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.	1a	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note and
    Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.   If the amounts
    are the same, then such Mortgage Loan would be considered a Whole Loan.  If there is more than one property then
    the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage;
    Mortgage Note; loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	If
    a Mortgage Loan is part of a Whole Loan, review the Co-Lender Agreement and the Mortgage(s), Mortgage Note, loan agreement
    related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases, and Environmental
    Indemnity Agreement (collectively, the “Mortgage Loan Documents”) for an indication that it is a senior
    or a pari passu portion of a Whole Loan. If identified as such, it will be a Test pass.	Mortgage
    Loan Documents; Co-Lender Agreement
	1c	Review
    any notice of a breach of a representation or warranty relating to any Delinquent Mortgage Loan received by any other party
    to the Pooling and Servicing Agreement (collectively, the “PSA Party Notices”)  for notation
    of (i) any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller),
    participation or pledge; (ii) that the Mortgage Loan Seller did not have good title to or was not the sole owner of  Mortgage
    Loan; or (iii) any Mortgage Loan was not free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement,
    any Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan and rights of the holder of a related
    Companion Loan pursuant to a Co-Lender Agreement.  If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	1d	Review
    the PSA Party Notices for notation of any claim or	PSA
    Party Notices


 






    Exhibit QQ-3



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	1e	Review the PSA Party Notices for notation of any claim or assertion regarding the assignment to the Depositor not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. If such notation is not found, it will be a Test pass.	PSA Party Notices
	
        2.     Loan
Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law) and (ii) that certain provisions in such Mortgage Loan Documents (including, without limitation, provisions
requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may
be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i)
above) such limitations or unenforceability will not render such Mortgage Loan Documents invalid as a whole or materially
interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i)
and (ii) collectively, the “Standard Qualifications”). 

        Except as set forth in the immediately preceding sentence, there is
no 
	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion
	2b	Review the PSA Party Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages, Assignment of Leases (if a separate document) or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right of rescission based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	PSA Party Notices


 






    Exhibit QQ-4



     


    

 


	 Representations and Warranties	          Test	Review Materials
	valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents.	 	 	 
	
         3.   Mortgage Provisions.
        The Mortgage Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof
        adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be
        provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth
        in the Standard Qualifications.

         
	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications (as defined in representation and warranty 2). If such indication exists, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion
	
         4.   Mortgage Status; Waivers
        and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the
        material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived,
        impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the
        security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released
        from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
        Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor
        nor the related guarantor has been released from its material obligations under the Mortgage Loan.

         
	4a	Review the Mortgage Loan Documents and the PSA Party Notices for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; PSA Party Notices 
	4b	Review the PSA Party Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property, or any portion thereof, has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	PSA Party Notices; Mortgage Loan Documents
	4c	Review the PSA Party Notices and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File.  If no such notation is found, it will be a 	PSA Party Notices; Mortgage Loan Documents


 






    Exhibit QQ-5



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	Test pass.	 
	
         5.   Lien; Valid Assignment.
        Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Trust constitutes
        a legal, valid and binding assignment to the Trust. Each related Mortgage and Assignment of Leases is freely assignable without
        the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s
        fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such
        Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6)
        set forth on Annex D-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be
        limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title
        Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear
        of any recorded mechanics’ liens, recorded materialmens liens and other recorded encumbrances which are prior to or equal
        with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
        title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants
        (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could
        give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which
        are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding
        anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents
        or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
        Code financing statements is required in order to effect such perfection.

         
	5a	Review the PSA Party Notices for notation that any assignment of Mortgage or Assignment of Leases to the Trust does not constitute a legal, valid and binding assignment to the Trust, subject to the Standard Qualifications. If no such notation is found, it will be a Test pass.	PSA Party Notices
	5b	Review the Mortgage for each Mortgaged Property or the Assignment of Leases for each Mortgaged Property for any indication that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such indication is found, it will be a Test pass.	Mortgage; Assignment of Leases
	5c	Review the title policy (as defined in representation and warranty 6, the “Title Policy”) for indication that each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined in representation and warranty 6) and the exceptions to paragraph (6) set forth on Annex D-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to confirm they are equivalent. If such evidence is found, it will be a Test pass.	Title Policy; Mortgage Loan Schedule
	5d	
        Review the PSA Party Notices for notation that the Mortgaged Property
        (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination, and as of the Cut-off Date, was not
        to the Mortgage Loan Seller’s knowledge, free and clear of any recorded mechanics’ liens, recorded materialmens liens
        or other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded
        over, escrowed for or insured against by a lender’s title insurance policy (as described in representation and warranty 6
        below). If no such notation is found, it will be a Test pass.

         

        This Test does not extend to the perfection of any security interest
        in rents or other personal property to the extent that
	PSA Party Notices


 






    Exhibit QQ-6



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.	 
	 	5e	
        Review the PSA Party Notices for notation that subject to (i) and
        (ii), the Mortgage Loan Seller had knowledge of existing rights which under law could give rise to any such lien or encumbrance
        that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
        against by a lender’s title insurance policy (as described below). If no such notation is found, it will be a Test pass.

         

        This Test does not extend to the perfection of any security interest
        in rents or other personal property to the extent that possession or control of such items or actions other than the filing of
        Uniform Commercial Code financing statements is required in order to effect such perfection.
	PSA Party Notices
	 6.   Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage 	6a	Review the Title Policy for an indication that it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction, and that the amount of the policy covers the amount of the Mortgage Loan or, for multiple properties, an amount equal to the allocated loan amount after all advances of principal (including any advances held in escrow or reserves). If such indications exist, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	6b	Review the Title Policy for an indication that it insures for the benefit of the owner of the indebtedness secured by the mortgage, and represents a first priority lien of the mortgage, which lien is subject only to clauses (a) through (g) of representation and warranty 6.  If such indications exist, it will be a Test pass.	Title Policy
	6c	Review the Title Policy for an indication that, except as contemplated by clauses (f) and (g) of representation and warranty 6, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  If such an indication is found, it will be a Test pass.	Title Policy
	6d	Review the Title Policy for an indication that the Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller 	Title Policy


 






    Exhibit QQ-7



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized group; and (g) if the related Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of any related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	 	thereunder and no claims have been paid thereunder. If such indication is found, it will be a Test pass.	 
	6e	
        Review the PSA Party Notices for notation that either the Mortgage
        Loan Seller, or to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission,
        anything that would materially impair the coverage under such Title Policy. If no such notation is found, it will be a Test pass.

         

         

         

         

         

         

         

         

         

         

         
	PSA Party Notices
	
         7.   Junior Liens. It being
        understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except
        for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages
        or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and
        the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5)
        above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable Mortgage Loan
        Purchase Agreement, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related
        Mortgagor.

         
	7a	
        Review the Title Policy as of the Closing Date for an indication
        of subordinate mortgages or junior liens encumbering the Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions,
        taxes and assessments, mechanics and materialmens liens (which are the subject of representation and warranty 5), and equipment
        and other personal property financing). If no such indication is found, it will be a Test pass.

         
	Title Policy
	7b	Review the PSA Party Notices for notation that the Mortgage Loan Seller had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the related Mortgagor (except as set forth on an exhibit to the related Mortgage Loan Purchase Agreement). If no such notation is found, it will be a Test pass.	PSA Party Notices; Mortgage Loan Purchase Agreement
	 8.   Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the Title Exceptions, each related	8a	Review the Mortgage File for an indication that an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) exists. If such indication is found, it will be a Test pass.	Mortgage File; Assignment of Leases; Mortgage


 






    Exhibit QQ-8



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        Assignment of Leases creates a valid first-priority collateral
        assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases,
        subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the
        lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof
        may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law,
        provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of
        rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

         
	 	 	 
	8b	Review the Title Policy for an indication that, subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.   If each is confirmed, it will be a Test pass.	Title Policy
	8c	Review the Mortgage Loan Documents for an indication that, subject to applicable law, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If such indication is found, it will be a Test pass.	Mortgage Loan Documents
	 9.   UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  	9a	
        Review the appraisal to determine if the Mortgaged Property is a
        hospitality property. If so, review the PSA Party Notices for notation that the Mortgage Loan Seller has not filed and/or recorded,
        or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording),
        UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of
        the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate
        such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property. If no such notation is found, it
        will be a Test pass.

         
	PSA Party Notices; Appraisal


 






    Exhibit QQ-9



     


    

 


	 Representations and Warranties	          Test	Review Materials
	No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	9b	Review the Mortgage for an indication that, subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described in representation and warranty 9.  If such indication is found, it will be a Test pass.	Mortgage
	
         10. Condition of Property.
        The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property
        within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each Mortgage Loan no more than thirteen months prior to the Cut-off Date. To
        the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
        of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
        (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely
        the use or value of such Mortgaged Property as security for the Mortgage Loan.
	10a	Review the property inspection report in the Mortgage File for an indication that it is dated within six months of the origination date, and within 13 months of the Cut-off Date. If such indication is found, it will be a Test pass.	Property Inspection Report
	10b	Review the engineering report or property condition assessment in the Mortgage File for an indication that it was dated no more than 13 months prior to the Cut-off Date. If such indication is found, it will be a Test pass.	Engineering Report; Property Condition Assessment
	10c	Review the PSA Party Notices for a notation that, to the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, a related Mortgaged Property was not free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 11.  Taxes and Assessments.  All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	11	
        Review the PSA Party Notices for notation that any taxes,
governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges),
or installments thereof which could be a lien on the related Mortgaged Property that would be of equal or superior priority to
the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property
have not been paid, or an escrow of funds has not been established in an amount sufficient to cover such payments and reasonably
estimated interest and penalties, if any, thereon or that the date on which enforcement action is entitled to be taken by the
related taxing authority has not passed. If such no such notation is found, it will be a Test pass.  

         
	PSA Party Notices


 






    Exhibit QQ-10



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	 	 
	
         12. Condemnation. As
        of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending,
        and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding
        threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value,
        use or operation of the Mortgaged Property.

         
	12	Review the PSA Party Notices for notation of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the origination date that would have a material adverse effect on the value, use or operation of the Mortgaged Property, or for evidence that the Mortgage Loan Seller had knowledge as of the Cut-off Date of any such proceeding. If no such notation  is found, it will be a Test pass.	PSA Party Notices
	 13. Actions Concerning Mortgage Loan.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan Documents or (f) the current principal use of the Mortgaged Property.	13a	
        Review the Mortgagor’s Counsel Opinion and PSA Party Notices
        for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
        guarantor, or Mortgagor’s interest in the Mortgaged Property that existed on the origination date, and review the PSA Party
        Notices for notation that the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such indication or
        notation is not found, it will be a Test pass.

         
	Mortgagor’s  Counsel Opinion; PSA Party Notices
	13b	Review the PSA Party Notices for notation of adverse outcome of any such  pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 14. Escrow Deposits.  All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Mortgage Loan Documents are being conveyed by the Mortgage Loan Seller to Depositor or its servicer.	14a	Review the PSA Party Notices for an indication of any escrow deposits and payments required pursuant to the Mortgage Loan not in the Mortgage Loan Seller or its servicer’s possession or control. If no such notation is found, it will be a Test pass.	PSA Party Notices
	14b	Review the PSA Party Notices for notation of any deficiencies (subject to any applicable grace or cure periods) in connection therewith, or that such escrows and deposits (or the right thereto) that are required to be escrowed with the Mortgagee under the related Mortgage Loan Documents have not been conveyed by the Mortgage Loan Seller to Depositor or its servicer. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 15. No Holdbacks.  The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances 	15a	Review the Mortgage Loan Documents and closing settlement statement for an indication that the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If 	Mortgage Loan Documents; closing settlement statement


 






    Exhibit QQ-11



     


    

 


	 Representations and Warranties	          Test	Review Materials
	thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	 	such an indication if found, it will be a Test pass.	 
	15b	Review the Mortgage Loan Documents for an indication that there is a requirement for future advances by the lender (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If no such indication is found, it will be a Test pass.  	Mortgage Loan Documents 
	
         16. Insurance. Each related
        Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing
        coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form”
        that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and
        having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services
        (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged
        Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such
        endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

         

        Each related Mortgaged Property is also covered, and
        required to be covered pursuant to the related Mortgage Loan Documents, by business interruption or rental loss insurance which
        (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a
        single asset with a principal balance of $50 million or more, 18 months).

         

        If any material part of the improvements, exclusive of
        a parking lot,

         
	16a	Review the insurance coverage review document for an indication that the Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents and Insurance Rating Requirements described in representation and warranty 16, in an amount not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the  Mortgaged Property. If such indication is found, it will be a Test pass.	Insurance Coverage Review Document
	16b	
        Review the Mortgage Loan Documents for provisions requiring
the insurance coverage as stated in Test 16a above. If such provisions are found, it will be a Test pass. 

         

         
	Mortgage Loan Documents
	16c	Review the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that covers a period of not less than 12 months (or with respect to a Mortgage Loan with a principal balance of $50 million or more, 18 months).  If 	Mortgage Loan Documents


 






    Exhibit QQ-12



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.

         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor
        is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer
        meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms.

         

        The Mortgaged Property is covered, and required to be
        covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer
        meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including
        bodily injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any
        event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed
        an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic
        condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged
        Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of
        50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the amount of
        the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained from an insurer rated at
        least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc.
        or “A-” by Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL.
	 	such provisions are found, it will be a Test pass.

                                                                                 
	 
	16d	
        Review the Mortgage Loan Documents for provisions requiring that
        if any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program. If such provisions
        are found, it will be a Test pass.

         
	Mortgage Loan Documents
	16e	
        Review the Mortgage Loan Documents for provisions requiring
that if the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm
related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement
covering damage from windstorm and/or windstorm related perils and/or named storms. If such provisions are found, it will be a
Test pass. 

         
	Insurance Coverage Review Document; 
	16f	
        Review the insurance coverage review document for an indication
that the Mortgaged Property is covered by a commercial general liability insurance policy issued by an insurer meeting the Insurance
Rating Requirements, including coverage for property damage, contractual damage and personal injury (including bodily injury and
death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than
$1 million per occurrence and $2 million in the aggregate. If such indication is found, it will be a Test pass. 

         
	Insurance Coverage Review Document
	16g	
        Review the Mortgage Loan Documents for provisions requiring the
        insurance coverage as stated in test 16f above. If such provisions are found, it will be a Test pass.

         
	Mortgage Loan Documents


 






    Exhibit QQ-13



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        The Mortgage Loan Documents require insurance proceeds
        in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
        Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage
        Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds
        as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan
        together with any accrued interest thereon.

         

        All premiums on all insurance policies referred to in
        this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the
        Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause or, in the case of the general
        liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each
        related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to
        do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s reasonable cost and expense and to charge such
        Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’
        prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’
        prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required
        by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage
        Loan Seller.
	16h	
        Review the Mortgage File for an architectural or engineering
analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition
of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged Property
in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years
and a 10% probability of exceedance. If such a report is found, it will be a Test pass. 

         
	Architectural or Engineering Analysis 
	16i	
        If the resulting report referenced in Test 16h concluded
that the SEL would exceed 20% of the amount of the replacement costs of the improvements, review the insurance coverage review
document for an indication that earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII”
by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL. Review the insurance coverage review
document for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or
restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together
with any accrued interest thereon. If such indication is found, it will be a Test pass. 

         
	Insurance Coverage Review Document
	16j	Review the Mortgage Loan Documents for provisions that  require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in 	Mortgage Loan Documents


 






    Exhibit QQ-14



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.  If such provisions are found, it will be a Test pass.	 
	16k	Review the insurance coverage review document for an indication that all premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If such evidence is found, it will be a Test pass.	Insurance Coverage Review Document
	16l	Review the insurance coverage review document for an indication that the insurance will inure to the benefit of the trustee. If such indication is found, it will be a Test pass.	Insurance Coverage Review Document
	16m	Review the Mortgage Loan Documents for an indication that any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If such indication is found, it will be a Test pass.	Mortgage Loan Documents
	16n	
        Review the insurance coverage review document for an indication
        that the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender
        of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender
        of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for
        any reason other than non-payment of a premium. If such indication is found, it will be a Test pass.

         
	Insurance Coverage Review Document
	16o	Review the PSA Party Notices for notation that any notice described in Test 16n may have been received by the Mortgage Loan Seller. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 17. Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to 	17a	Review the zoning report for an indication that each Mortgaged Property is located on or adjacent to a public road and has direct 	Zoning Report


 






    Exhibit QQ-15



     


    

 


	 Representations and Warranties	          Test	Review Materials
	such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	 	legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If such indication is found, it will be a Test pass.	 
	17b	Review the zoning report for an indication that each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.  If such indication is found, it will be a Test pass.	Zoning Report
	17c	Review the Title Policy for an indication that each Mortgaged Property constitutes one or more separate tax parcels and does not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If such indication is found, it will be a Test pass.	Title Policy
	 18. No Encroachments.  To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon 	18a	
        Review the survey and Title Policy for an indication that
all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the
time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable
provisions of the most recently dated Title Policy. If such an indication is found, it will be a Test pass. 

         
	Survey; Title Policy; Appraisal
	18b	
        Review the survey and Title Policy for an indication that there
        exist improvements on adjoining parcels that encroach onto the Mortgaged Property that could materially and adversely affect the
        value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title
        Policy. If no such indication is found, it will be a Test pass.

         
	Survey; Title Policy


 






    Exhibit QQ-16



     


    

 


	 Representations and Warranties	          Test	Review Materials
	any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.	 	 	 
	18c	Review the survey or Title Policy for an indication that there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy. If no such indication is found, it will be a Test pass. 	Survey; Title Policy
	 19. No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller. 	19	
        Review the PSA Party Notices for notation of shared appreciation
        or any other contingent interest provisions. Review the Mortgage Loan Documents for an indication of any negative amortization
        feature, or an equity participation provision. If no such notation or indication is found, it will be a Test pass.

         
	PSA Party Notices; Mortgage Loan Documents 
	
         20. REMIC. The Mortgage
        Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard
        to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
        and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent
        principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property
        (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at
        the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage
        Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of
        the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the
        real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to
        the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially
        all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security
        for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations
        Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as
        to result in a taxable exchange under

         
	20a	Review the origination settlement statement and Mortgage Note for an indication that the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note. If such an indication is found, it will be a Test pass.	Settlement Statement; Mortgage Note
	20b	Review the most recent appraisal and Mortgage Loan Documents for an indication that either (a) the Mortgage Loan or Whole Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date such Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan, or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If such an indication is found, it will be a Test pass.	Appraisal; Mortgage Loan Documents;


 






    Exhibit QQ-17



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	20c	Review the PSA Party Notices for a notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub clause (B)(a)(ii) in the first sentence of representation and warranty 22, including the proviso thereto. If there were any such modifications, and they satisfy the above conditions, it will be a Test pass.	PSA Party Notices
	20d	Review the PSA Party Notices for notation of any claim or assertion to the effect that the prepayment premium and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If no such notation is found, it will be a Test pass.	PSA Party Notices
	
         21. Compliance with Usury
        Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums)
        of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations
        and other requirements pertaining to usury.

         
	21	
        Review the PSA Party Notices for notation of any claim or assertion
        to the effect that the Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment
        premiums) of such Mortgage Loan did not comply as of the date of origination with, or was not exempt from, applicable state or
        federal laws, regulations and other requirements pertaining to usury. If no such notation is found, it will be a Test pass.

         

         
	PSA Party Notices
	 22. Authorized to do Business.  To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	22	Review the PSA Party Notices for notation that as of the Cut-off Date, or as of the date that such entity held the Mortgage Note, any holder of the Mortgage Note was not authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized materially and adversely affects the enforceability of such Mortgage Loan by the Trust. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 23.
    Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, as of the date of
    origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under
    applicable law to serve as such, currently so serves 	23a	Review the Mortgage Loan Documents for an indication that as of the date of origination, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the 	Mortgage Loan Documents


 






    Exhibit QQ-18



     


    

 


	 Representations and Warranties	          Test	Review Materials
	and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	 	Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee. If such an indication is found, it will be a Test pass.	 
	23b	Review the PSA Party Notices for notation that, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, no trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.   If no such notation is found, it will be a Test pass.	PSA Party Notices
	 24. Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property.  The terms of the Mortgage Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.	24a	
        Review the zoning report and title policy for an indication that
        there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”)
        with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date
        of origination of such Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i)
        are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the
        value, operation or net operating income of the Mortgaged Property. If such indication is found, it will be a Test pass.

         
	Zoning Report; Title Policy
	24b	
        Review the Mortgage Loan Documents for provisions that require the
        Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws. If such provisions
        are found, it will be a Test pass.

         
	 Mortgage Loan Documents
	 25. Licenses and Permits.  Each Mortgagor covenants in the Mortgage Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, 	25a	Review the Mortgage Loan Documents for an indication that each Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	25b	Review the PSA Party Notices for notation that, to the Mortgage Loan Seller’s knowledge, any material licenses, permits and applicable governmental authorizations are not in effect. If no such notation is found, it will be a Test pass.	PSA Party Notices


 






    Exhibit QQ-19



     


    

 


	 Representations and Warranties	          Test	Review Materials
	permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	25c	Review the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	 26. Recourse Obligations.  The Mortgage Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events:  (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	26a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 26. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26b	Review the Mortgage Loan Documents for provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 26. If such provisions are found, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Mortgage Loan Documents
	 27. Mortgage Releases.  The terms of the related Mortgage or related Mortgage Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage 	27a	Review the Mortgage Loan Documents for provisions stating that the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) 	Mortgage Loan Documents


 






    Exhibit QQ-20



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        except (a) a partial release, accompanied by principal
        repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan
        amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon
        payment in full of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that
        are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value
        of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage
        Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as
        required pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect
        to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would
        not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations
        Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
        within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the
        related Mortgage Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of
        tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x),
        for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such
        Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Whole
        Loan) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount
        required by the REMIC Provisions of the Code.

         

        With respect to any partial release under the preceding
        clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down
        the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions of the Code and,
        to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or
	 	through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.   	 
	27b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.   	Mortgage Loan Documents
	27c	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (e) of the first sentence of representation and warranty 27, for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Whole Loan). If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27d	Review the Mortgage Loan Documents for provisions stating 	Mortgage Loan 


 






    Exhibit QQ-21



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        released to the Mortgagor, if, immediately after the
        release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration)
        the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining
        principal balance of the Mortgage Loan (or related Whole Loan).

         

        No Mortgage Loan that is secured by more than one Mortgaged
        Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
        Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions
        of the Code.
	 	that, no Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.	Documents
	 28. Financial Reporting and Rent Rolls.  The Mortgage Loan Documents for each Mortgage Loan require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.	28a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements which annual financial statements with respect to each Mortgage Loan with more than on Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	
         29. Acts
of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program
Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a 
	29a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance Coverage Review Document


 






    Exhibit QQ-22



     


    

 


	 Representations and Warranties	          Test	Review Materials
	separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount.  The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).	29b	Review the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If so, review the insurance coverage review document for an indication that the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, based on a review of the PSA Party Notices for lack of notation that to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If such conditions are found to exist, it will be a Test pass.	Mortgage Loan Documents; Insurance Coverage Review Document; PSA Party Notices
	29c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 29), or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount  of terrorism insurance available with funds equal to the Terrorism Cap Amount. If no indication is found, it will be a Test pass. For the purpose of testing 29c, the “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time  in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).	Mortgage Loan Documents
	 30. Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be 	30a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 30. If such provisions are found, it will be a Test 	Mortgage Loan Documents


 






    Exhibit QQ-23



     


    

 


	 Representations and Warranties	          Test	Review Materials
	unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan Documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan Documents or a Person satisfying specific criteria identified in the related Mortgage Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this Annex D-1 or the exceptions thereto set forth on Annex D-2, or (vii) as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan Documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the related Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer 	 	pass.	 
	30b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                 
	Mortgage Loan Documents


 






    Exhibit QQ-24



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        or encumbrance, the Mortgagor is responsible for such
        payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or
        encumbrance.

         

         
	 	 	 
	 31.
    Single-Purpose Entity.  Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at
    least as long as the Mortgage Loan is outstanding.  Both the Mortgage Loan Documents and the organizational
    documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of
    $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal
    Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the
    Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an
    individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to
    $5 million or less, its organizational documents or the related Mortgage Loan Documents) provide substantially to the
    effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties
    securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
    and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documents,
    substantially to the effect that it does not have any assets other than those related to its interest in and operation of
    such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other
    related Mortgage Loan Documents, that it has its own books and records and accounts separate and apart from those of any
    other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related
    Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	31a	
        Review the Mortgage Loan Documents for provisions that require that
        the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 31) for at least as long as any Mortgage
        Loan is outstanding. If such provisions are found, it will be a Test pass.

         
	Mortgage Loan Documents
	31b	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $15 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                 
	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	 32. Defeasance.  With respect to any Mortgage Loan that, pursuant to the Mortgage Loan Documents, can be defeased (a “Defeasance”), (i) the 	32	Review the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such 	Mortgage Loan Documents


 






    Exhibit QQ-25



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Mortgage Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	Mortgage Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions are found, it will be a Test pass.	 
	 33. Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed.	33	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents


 






    Exhibit QQ-26



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
         34. Ground Leases. For
        purposes of this Annex D-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property
        where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and
        other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances,
        own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does
        not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

        With respect to any Mortgage Loan where the Mortgage
        Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber
        the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or
        other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage
        Loan Seller represents and warrants that:

         

        The Ground Lease or a memorandum regarding such Ground
        Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction.
        The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered
        by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns
        in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms
        of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which
        are included in the related Mortgage File;

         

        The lessor under such Ground Lease has agreed in a writing
        included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled
        or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;

         
	34a	
        Review the appraisal to determine if the Mortgage Loan is secured
        by a Ground Lease (as defined in representation and warranty 34). If so, review the Title Policy and Mortgage Loan Documents for
        an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such
        an indication exists, proceed to Tests 34b through 34r.

         
	Appraisal; Mortgage Loan Documents; Title Policy
	34b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	34c	Review the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	Ground lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34d	Review the PSA Party Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since its recordation.  If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	PSA Party Notices; Mortgage File
	34e	
        Review the Ground Lease and the ground lessor’s estoppel (or
        other agreement received from the ground lessor) for a provision that the Ground Lease may not be amended, modified, canceled or
        terminated without the prior written consent of the Mortgagee. If such a provision is found, it will be a Test pass.

         

         

         

         
	Ground Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor


 






    Exhibit QQ-27



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        The Ground Lease has an original term (or an original
        term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either
        Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or
        10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan
        that accrues on an actual 360 basis, substantially amortizes);

         

        The Ground Lease either (i) is not subject to any
        liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor
        and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the
        Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

         

        The Ground Lease does not place commercially unreasonably
        restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors
        and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance
        with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its
        successors and assigns without the consent of (but with prior notice to) the lessor;

         

        The Mortgage Loan Seller has not received any written
        notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge,
        there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would
        result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground
        Lease is in full force and effect as of the Closing Date;

         

        The Ground Lease or ancillary agreement between the lessor
        and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default
        or termination is effective against the Mortgagee unless such notice is given to the
	 	
         

         

         

         

         

         

         

         

         

         

         

         
	 
	34f	Review the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.	Ground Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34g	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject.  If either indication is found, it will be a Test pass.	Title Policy; SNDA
	34h	
        Review the Ground Lease and any estoppel (or other agreement of
        the ground lessor) for an indication that the Ground Lease does not place restrictions on the identity of the Mortgagee and the
        Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease). If such indication
        is found, it will be a Test pass.

         
	Ground Lease; Estoppel (or other agreement of the ground lessor)


 






    Exhibit QQ-28



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        Mortgagee;

         

        The Mortgagee is permitted a reasonable opportunity (including,
        where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
        to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before
        the lessor may terminate the Ground Lease;

         

        The Ground Lease does not impose any restrictions on
        subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;

         

        Under the terms of the Ground Lease, an estoppel or other
        agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion
        of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties
        or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either
        to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of
        the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right
        to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest;

         

        In the case of a total or substantially total taking
        or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related
        insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total
        or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied
        first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

         

        Provided that the Mortgagee cures any defaults
which are susceptible
	34i	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor. If such indication is found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	34j	Review the PSA Party Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	PSA Party Notices
	34k	Review the PSA Party Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease.  If no such notation is found, it will be a Test pass.	PSA Party Notices
	34l	Review the PSA Party Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	PSA Party Notices
	34m	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the lessor is required to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground Lease; Estoppel  (or other agreement of the ground lessor)
	34n	Review
the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the Mortgagee is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease
through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of
notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.  
	Ground Lease; Estoppel  (or other agreement of the ground lessor)


 






    Exhibit QQ-29



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        to being cured, the ground lessor has agreed to enter
        into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease
        in a bankruptcy proceeding.

         
	34o	Review the Ground Lease for provisions that impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender. If no such provisions are found, it will be a Test pass.	Ground Lease
	34p	Review the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	34q	Review the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	34r	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	 35. Servicing.  The servicing and collection practices used by the	35a	Review the PSA Party Notices for notation to the effect that the	PSA Party Notices


 






    Exhibit QQ-30



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	 	servicing and collection practices used by the Mortgage Loan Seller in respect of the Mortgage Loan were not in all respects, legal and met customary industry standards for servicing of commercial loans for conduit loan programs. If no such notation is found, it will be a Test pass.	 
	 36. Origination and Underwriting.  The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.	36	Review the PSA Party Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable), or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Annex D-1. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 37. No Material Default; Payment Record.  No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1 (including, but not limited to, the prior sentence).  No person other than the holder of such Mortgage Loan may declare 	37a	
        Review the PSA Party Notices for notation that (i) the Mortgage
        Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination,
        or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If no such notation
        is found, it will be a Test pass.

         
	PSA Party Notices
	37b	Review the PSA Party Notices for notation of the Mortgage Loan Seller’s knowledge of  (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property.  If no such notation is found, it will be a Test pass.	PSA Party Notices
	37c	Review the PSA Party Notices for notation that  a person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness 	PSA Party Notices


 






    Exhibit QQ-31



     


    

 


	 Representations and Warranties	          Test	Review Materials
	any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan Documents.	 	under the Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	
         38. Bankruptcy. As of
        the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
        neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of,
        and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency
        or similar proceeding.

         
	38	
        Review Lexis/Nexis (or comparable search) and the PSA Party Notices
        for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was
        the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy,
        insolvency or similar proceeding as of the origination date. Review the PSA Party Notices for an indication that the Mortgage Loan
        Seller had knowledge that the above occurred prior to the Cut-off Date. If no such indication or notation is found for either,
        it will be a Test pass.

         
	Lexis/Nexis (or comparable search); PSA Party Notices
	 39. Organization of Mortgagor.  With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or the related Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan.	39a	Review the certified copies of the organizational documents of the Mortgagor for an indication that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational Documents
	39b	Review the certified copies of the organizational documents of the Mortgagor for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found,  it will be a Test pass.	Organizational Documents
	
         40. Environmental Conditions.
        A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with
        respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting
        ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months
        prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence
        of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”)
        at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition
        or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an
        amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the

         
	40a	
        Review the Diligence File to determine if an ESA (as defined in
        representation and warranty 40) is included. If so, review the ESA for an indication that it was conducted within 12 months prior
        to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.

         
	Diligence File; ESA
	40b	
        Review the ESA for an indication that it identified (i) the existence
        of a recognized environmental condition at the related Mortgaged Property (as defined in representation and warranty 40) or (ii)
        the need for further investigation. If no such indication is found, it will be a Test pass.

         

         
	ESA
	40c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related 	ESA; Escrow Statements; Mortgage 


 






    Exhibit QQ-32



     


    

 


	 Representations and Warranties	          Test	Review Materials
	estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	
        Mortgaged Property or (ii) the need for further investigation. If
        such an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts
        indications are found, it will be a Test pass.

         

        1. Review escrow statements for an indication that an amount reasonably
        estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance
        with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related
        Mortgagee.

         

        2. Review the ESA for an indication that if the only Environmental
        Condition (as defined in representation and warranty 40) relates to the presence of asbestos-containing materials, radon in indoor
        air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and
        if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted
        by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.

         

        3. Review the Diligence File for an indication that any Environmental
        Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a
        no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental
        consultant has concluded that no further action is required.

         

        4. Review the insurance coverage review documents for an indication
        that an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth
        below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or
        the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.
	Loan Documents; Diligence File; Insurance Coverage Review Document
	 	 	 	 






    Exhibit QQ-33



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	
        5. Review the Diligence File for an indication that a party not
        related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party
        has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.

         

        6. Review the Diligence File for an indication that a party related
        to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required
        to take action.
	 
	 41. Appraisal.  The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.  Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.	41a	Review the appraisal for an indication that it was dated within 6 months of the Mortgage Loan origination date and with 12 months of the Closing Date. If such an indication is found, it will be a Test pass.	Appraisal
	41b	
        Review the appraisal for an indication that it was signed by an
        appraiser represented to be an MAI. If such an indication is found, it will be a Test pass.

         
	Appraisal
	41c	
        Review the PSA Party Notices for notation that, to the Mortgage
        Loan Seller’s knowledge, the appraiser had an interest, direct or indirect, in the Mortgaged Property or the Mortgagor or
        in any loan made on the security thereof, or whose compensation was affected by the approval or disapproval of the Mortgage Loan.
        If no such notation is found, it will be a Test pass.

         
	PSA Party Notices
	41d	Review the appraisal for an indication that it includes documentation in the appraisal or a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.  If such indications are found, it will be a Test pass.	Appraisal or supplemental letter from Appraiser 
	 42. Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and 	42a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents and (iii) Pooling and Servicing Agreement.  If there are no such discrepancies, it will 	Mortgage Loan Purchase Agreement; Annex A to Prospectus; Mortgage Loan Documents; PSA


 






    Exhibit QQ-34



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Servicing Agreement to be contained in the Mortgage Loan Schedule.	 	be a Test pass.	 
	42b	Compare the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; PSA
	 43. Cross-Collateralization.  Except with respect to a Mortgage Loan that is part of a Whole Loan, no Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on Annex D-2.	43	Except for any Mortgage Loan that is part of a Whole Loan or any Mortgage Loan otherwise set forth on Annex D-2 of the related Mortgage Loan Purchase Agreement, review the PSA Party Notices for notation that the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 44. Advance of Funds by the Mortgage Loan Seller.  After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	44a	Review the PSA Party Notices for notation that, after origination, an advancement of funds had been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or, to the Mortgage Loan Seller’s knowledge, funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).  If no such notation is found, it will be a Test pass.	PSA Party Notices
	44b	Review the PSA Party Notices for notation that the Mortgage Loan Seller, or an affiliate has an obligation to make any capital contribution to any Mortgagor, other than contributions made on or prior to the Closing Date. If no such notation is found, it will be a Test pass.	PSA Party Notices
	
         45. Compliance
        with Anti-Money         Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
        applicable anti-money laundering laws         and regulations, including without limitation the USA Patriot Act of 2001 with
        respect to the origination of the Mortgage Loan.

         
	45	Review the PSA Party Notices for notation that the Mortgage Loan Seller has not complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. If no such notation is found, it will be a Test pass.	PSA Party Notices


 


    Exhibit QQ-35



     


    

 






EXHIBIT
RR


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS2








Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2



  


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of May
1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as General
Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
undersigned is an authorized representative of the [Depositor][Asset Representations Reviewer].



		 	 



		2.	The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



		 	 



		3.	The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.



		 	 



		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]



 














    Exhibit RR-1


     

    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.




	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _________ 


	 	 	 
	[GS Mortgage Securities Corporation II,	 
	as Depositor]	 
	 	 	 
	By: 	 	 
	 	[Name]	 
	 	[Title]	 




 



    Exhibit RR-2


     

    




 





EXHIBIT
SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


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

        10851 Mastin Street 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head
	 	
        Torchlight Loan Services, LLC 

        475 Fifth Avenue 

        New York, New York
10017

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile: (305) 229-6425

        
	 	 
	 	 	 


		Attention:	GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS2



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily
Pool 2 Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED
DISTRIBUTION DATE]:


 


5.    
_____ An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


6.    
_____ A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


7.    
_____An Asset Review Trigger has ceased to exist. 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 



    Exhibit SS-1


     

    




 







	 	 	 
	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the GS Mortgage Securities Trust 2016-GS2,
    Commercial Mortgage Pass-Through Certificates, Series 2016-GS2
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  



    Exhibit SS-2


     

    




 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Veritas Multifamily Pool 1






		2.	Twenty Ninth Street






		3.	Panorama Corporate Center






		4.	Veritas Multifamily Pool 2






		5.	Residence Inn and SpringHill Suites North Shore






 






    Schedule 1-1


     

    




 


Schedule
2


 


CLass
A-AB scheduled Principal Balance Schedule 


See Annex E to the Prospectus.


 






    Schedule 2-1


     

    




 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves


 


None


 



    Schedule 3-1