Exhibit 4.3


 


 


 





EXECUTION
VERSION


  





GS
MORTGAGE SECURITIES CORPORATION II,

Depositor,


 


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

Master Servicer,


 


CWCAPITAL
ASSET MANAGEMENT LLC,

Special Servicer,


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor


 


Wells
fargo bank, NATIONAL ASSOCIATION,

Certificate Administrator


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Trustee


 





 



 POOLING
AND SERVICING AGREEMENT

Dated as of July 1, 2015


 


 









Commercial
Mortgage Pass-Through Certificates

Series 2015-GC32


 




    	 



    	 



    

 








	 	TABLE OF CONTENTS	 	 
	 	 	 	 
	 	 	 	Page
	 	 	 	
	 	ARTICLE I	 	
	 	 	 	 
	 	DEFINITIONS	 	 
	 	 	 	 
	Section 1.01	Defined Terms	 	6
	Section 1.02	Certain Calculations	 	106
	Section 1.03	Certain Constructions	 	110
	 	 	 	 
	 	ARTICLE II	 	 
	 	 	 	 
	 	CONVEYANCE OF MORTGAGE LOANS;	 	 
	 	ORIGINAL ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	111
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	 	114
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document
    Defects in Mortgage Files and Breaches of Representations and Warranties	 	116
	Section 2.04	Representations and Warranties of the Depositor	 	121
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	 	123
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	 	125
	Section 2.07	Representations and Warranties of the Trustee	 	127
	Section 2.08	Representations and Warranties of the Certificate Administrator	 	128
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	 	130
	Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	131
	Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	 	132
	 	 	 	 
	 	ARTICLE III	 	 
	 	 	 	 
	 	ADMINISTRATION AND SERVICING	 	 
	 	OF THE MORTGAGE LOANS	 	 
	 	 	 	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing
    Agreements	 	133
	Section 3.02	Liability of the Master Servicer	 	142
	Section 3.03	Collection of Certain Mortgage Loan Payments	 	142
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	143
	Section 3.05	Collection Account; Distribution Accounts and Excess Liquidation Proceeds Reserve Account	 	146
	Section 3.05 A	Serviced Whole Loan Custodial Account	 	149
	Section 3.06	Permitted Withdrawals from the Collection Account	 	151


 







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	Section 3.06 A	Permitted Withdrawals from the Serviced Whole Loan Custodial Account	 	156
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Interest Reserve Account,
    the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts	 	160
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	162
	Section 3.09	Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions	 	167
	Section 3.10	Appraisal Reductions; Realization Upon Defaulted Mortgage Loans	 	172
	Section 3.11	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	178
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	179
	Section 3.13	Compensating Interest Payments	 	186
	Section 3.14	Application of Penalty Charges and Modification Fees	 	186
	Section 3.15	Access to Certain Documentation	 	188
	Section 3.16	Title and Management of REO Properties	 	190
	Section 3.17	Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non- Serviced Mortgage Loans	 	194
	Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground
    Lessors; Delivery of Certain Reports to the Companion Loan Holder	 	200
	Section 3.19	Lock-Box Accounts, Escrow Accounts	 	201
	Section 3.20	Property Advances	 	201
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	 	205
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	 	209
	Section 3.23	Interest Reserve Account	 	210
	Section 3.24	Modifications, Waivers and Amendments	 	211
	Section 3.25	Additional Obligations with Respect to Certain Mortgage Loans	 	215
	Section 3.26	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	215
	Section 3.27	Additional Matters Regarding Advance Reimbursement	 	215
	Section 3.28	Companion Loan Co-Lender Matters	 	217
	Section 3.29	Appointment and Duties of the Operating Advisor	 	221
	Section 3.30	Rating Agency Confirmation	 	225
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	 	228
	 	 	 	 
	 	ARTICLE IV	 	 
	 	 	 	 
	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	 
	 	 	 	 
	Section 4.01	Distributions	 	228
	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special
    Servicer	 	241
	Section 4.03	Compliance with Withholding Requirements	 	253
	Section 4.04	REMIC Compliance	 	253


 


 




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	Section 4.05	Imposition of Tax on the Trust REMICs	 	255
	Section 4.06	Remittances; P&I Advances	 	257
	Section 4.07	Grantor Trust Reporting	 	260
	 	 	 	 
	 	ARTICLE V	 	 
	 	 	 	 
	 	THE CERTIFICATES	 	 
	 	 	 	 
	Section 5.01	The Certificates	 	262
	Section 5.02	Form and Registration	 	263
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	265
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	272
	Section 5.05	Persons Deemed Owners	 	272
	Section 5.06	Appointment of Paying Agent	 	273
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	 	273
	Section 5.08	Actions of Certificateholders	 	274
	Section 5.09	Authenticating Agent	 	274
	Section 5.10	Appointment of Custodian	 	275
	Section 5.11	Maintenance of Office or Agency	 	276
	Section 5.12	Exchanges of Exchangeable Certificates	 	276
	 	 	 	 
	 	ARTICLE VI	 	 
	 	 	 	 
	 	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE	 	 
	 	OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE	 	 
	 	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating
    Advisor	 	278
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	 	279
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
    Operating Advisor and Others	 	279
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating
    Advisor	 	281
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the
    Master Servicer and Special Servicer	 	282
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	 	283
	Section 6.07	Rating Agency Fees	 	284
	Section 6.08	Termination of the Special Servicer Without Cause	 	284
	Section 6.09	The Controlling Class Representative	 	288
	 	 	 	 
	 	ARTICLE VII	 	 
	 	 	 	 
	 	DEFAULT	 	 
	Section 7.01	Servicer Termination Events	 	294
	Section 7.02	Trustee to Act; Appointment of Successor	 	300


 







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	Section 7.03	Notification to Certificateholders	 	302
	Section 7.04	Other Remedies of Trustee	 	302
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	302
	Section 7.06	Termination of the Operating Advisor	 	304
	 	 	 	 
	 	ARTICLE VIII	 	 
	 	 	 	 
	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	 
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	307
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	310
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage
    Loans	 	313
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	315
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	 	315
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	 	317
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	 	318
	Section 8.08	Successor Trustee or Successor Certificate Administrator	 	320
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	 	321
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	321
	Section 8.11	Access to Certain Information	 	323
	Section 8.12	Compliance with the Patriot Act	 	324
	 	 	 	 
	 	ARTICLE IX	 	 
	 	 	 	 
	 	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE	 	 
	 	 	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	 	325
	 	 	 	 
	 	ARTICLE X	 	 
	 	 	 	 
	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	 	329
	Section 10.02	Filing Obligations	 	331
	Section 10.03	Form 10-D Filings	 	332
	Section 10.04	Form 10-K Filings	 	334
	Section 10.05	Sarbanes-Oxley Certification	 	337
	Section 10.06	Form 8-K Filings	 	338
	Section 10.07	Annual Compliance Statements	 	340
	Section 10.08	Annual Reports on Assessment of Compliance with Servicing Criteria	 	341


 


 




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	Section 10.09	Annual Independent Public Accountants’ Servicing Report	 	343
	Section 10.10	Significant Obligors	 	344
	Section 10.11	Indemnification	 	345
	Section 10.12	Amendments	 	347
	Section 10.13	Regulation AB Notices	 	348
	Section 10.14	Termination of the Certificate Administrator	 	348
	Section 10.15	Termination of the Master Servicer or the Special Servicer	 	348
	Section 10.16	Termination of Sub-Servicing Agreements	 	348
	Section 10.17	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	 	349
	Section 10.18	Termination of Exchange Act Filings with Respect to the Trust	 	351
	 	 	 	 
	 	ARTICLE XI	 	 
	 	 	 	 
	 	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 
	Section 11.01	Counterparts	 	351
	Section 11.02	Limitation on Rights of Certificateholders	 	352
	Section 11.03	Governing Law	 	352
	Section 11.04	Notices	 	353
	Section 11.05	Severability of Provisions	 	355
	Section 11.06	Notice to the Depositor and Each Rating Agency	 	356
	Section 11.07	Amendment	 	357
	Section 11.08	Confirmation of Intent	 	360
	Section 11.09	Third-Party Beneficiaries	 	361
	Section 11.10	Request by Certificateholders or a Companion Loan Holder	 	361
	Section 11.11	Waiver of Jury Trial	 	362
	Section 11.12	Submission to Jurisdiction	 	362
	Section 11.13	Exchange Act Rule 17g-5 Procedures	 	362
	Section 11.14	[Reserved]	 	364
	Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	 	364
	Section 11.16	PNC Bank, National Association	 	365
	 	 	 	 
	 	TABLE OF EXHIBITS	 	 
	 	 	 	 
	Exhibit A-1	Form of Class A-1 Certificate	 	 
	Exhibit A-2	Form of Class A-2 Certificate	 	 
	Exhibit A-3	Form of Class A-3 Certificate	 	 
	Exhibit A-4	Form of Class A-4 Certificate	 	 
	Exhibit A-5	Form of Class A-AB Certificate	 	 
	Exhibit A-6	Form of Class X-A Certificate	 	 
	Exhibit A-7	Form of Class X-B Certificate	 	 
	Exhibit A-8	Form of Class X-D Certificate	 	 
	Exhibit A-9	Form of Class A-S Certificate	 	 
	Exhibit A-10	Form of Class B Certificate	 	 
	Exhibit A-11	Form of Class PEZ Certificate	 	 


 


 




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	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class G Certificate
	Exhibit A-17	Form of Class H Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2	Form of Transferor Letter
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit M-1	Form of Investor Certification for Obtaining Information and Notices
	Exhibit M-2	Form of Investor Certification for Exercising Voting Rights
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit N	Certificate Administrator Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	Supplemental Servicer Schedule
	Exhibit Q	List of Authorized Representatives of the Depositor
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W	Form of Additional Disclosure Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate Administrator


 




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	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	Form of Notice of Exchange of Exchangeable Certificates
	Exhibit FF	Form of Notice Regarding Non-Serviced Mortgage Loans
	Exhibit GG	Form of Notice Regarding Mezzanine Loan Default


  










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Pooling
and Servicing Agreement, dated as of July 1, 2015, among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor, and Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee.


 


PRELIMINARY
STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


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


 


There
are also (i) 13 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD,
Class LE, Class LF, Class LG and Class LH Interests), each of which will constitute a class of “regular interests”
in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will represent the sole class of “residual
interests” in the Lower-Tier REMIC.


 


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


 




    	 



    	 



    

 


UPPER-TIER
REMIC


 


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


 


	Class Designation
 
		Approximate

                                         Initial

                                         Pass-Through Rate

                                         (per annum)





	 	Original

                                         Certificate Principal Amount
                                         

                                         / Original Notional Amount






	Class A-1	 	1.593	%	 	$	54,451,000	 
	Class A-2	 	3.062	%	 	$	50,885,000	 
	Class A-3	 	3.498	%	 	$	180,000,000	 
	Class A-4	 	3.764	%	 	$	331,866,000	 
	Class A-AB	 	3.513	%	 	$	84,984,000	 
	Class X-A(1)	 	1.061	%	 	$	772,404,000	 
	Class X-B(1)	 	0.010	%	 	$	60,188,000	 
	Class A-S(2)	 	4.018	%	 	$	70,218,000	 
	Class A-S Regular Interest	 	4.018	%	 	$	70,218,000	 
	Class B(3)	 	4.549	%	 	$	60,188,000	 
	Class B Regular Interest	 	4.549	%	 	$	60,188,000	 
	Class PEZ(4)	 	(5)	 	 	$	0	 
	Class C(6)	 	4.559	%	 	$	42,632,000	 
	Class C Regular Interest	 	4.559	%	 	$	42,632,000	 
	Class D	 	3.345	%	 	$	51,410,000	 
	Class X-D(1)	 	1.214	%	 	$	51,410,000	 
	Class E	 	4.559	%	 	$	20,063,000	 
	Class F	 	4.559	%	 	$	10,031,000	 
	Class G	 	4.559	%	 	$	17,555,000	 
	Class H	 	4.559	%	 	$	28,840,074	 
	Class R(7)	 	N/A	 	 	 	N/A	 




  









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



 


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



 


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



 


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



 


 



    	-2-



    	 



    




 


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



 


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



 


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



 






    	-3-



    	 



    

 


LOWER-TIER
REMIC


 


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


 


	Class Designation
 
	 	Original

                                         Certificate 

                                         Principal Amount 


	 	Corresponding

                                         Lower-Tier 

                                         Regular 

                                         Interest(1)
 
	 	Original
                                         Lower-Tier 

                                         Principal Balance





	 	Corresponding
                                         

                                         Component(1) 

	Class A-1	 	$	54,451,000	 	 	LA-1	 	$	54,451,000	 	 	Class A-1
	Class A-2	 	$	50,885,000	 	 	LA-2	 	$	50,885,000	 	 	Class A-2
	Class A-3	 	$	180,000,000	 	 	LA-3	 	$	180,000,000	 	 	Class A-3
	Class A-4	 	$	331,866,000	 	 	LA-4	 	$	331,866,000	 	 	Class A-4
	Class A-AB	 	$	84,984,000	 	 	LA-AB	 	$	84,984,000	 	 	Class A-AB
	Class A-S(2)	 	$	70,218,000	 	 	N/A	 	 	N/A	 	N/A
	Class A-S Regular Interest	 	$	70,218,000	 	 	LA-S	 	$	70,218,000	 	 	Class A-S
	Class B(3)	 	$	60,188,000	 	 	N/A	 	 	N/A	 	N/A
	Class B Regular Interest	 	$	60,188,000	 	 	LB	 	$	60,188,000	 	 	Class B
	Class PEZ(4)	 	$	0	 	 	N/A	 	 	N/A	 	N/A
	Class C(5)	 	$	42,632,000	 	 	N/A	 	 	N/A	 	N/A
	Class C Regular Interest	 	$	42,632,000	 	 	LC	 	$	42,632,000	 	 	N/A
	Class D	 	$	51,410,000	 	 	LD	 	$	51,410,000	 	 	Class D
	Class E	 	$	20,063,000	 	 	LE	 	$	20,063,000	 	 	N/A
	Class F	 	$	10,031,000	 	 	LF	 	$	10,031,000	 	 	N/A
	Class G	 	$	17,555,000	 	 	LG	 	$	17,555,000	 	 	N/A
	Class H	 	$	28,840,074	 	 	LH	 	$	28,840,074	 	 	N/A



 












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



 


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



 


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



 






    	-4-



    	 



    

  


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



 


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



 


The
Certificate Principal Amount of any Class of Sequential Pay Certificates (other than Exchangeable Certificates) or Class PEZ
Regular Interest outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions
allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however,
that in the event that amounts previously allocated as Realized Losses to a Class of Sequential Pay Certificates (exclusive
of the Exchangeable Certificates) or Class PEZ Regular Interest in reduction of the Certificate Principal Amount thereof
are recovered subsequent to the reduction of the Certificate Principal Amount of such Class or Class PEZ Regular Interest
to zero, such Class or Class PEZ Regular Interest may receive distributions in respect of such recoveries in accordance
with the priorities set forth in Section 4.01 of this Agreement. As of the Cut-Off Date, the Mortgage Loans have an
aggregate Stated Principal Balance equal to approximately $1,003,123,074.


 






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GRANTOR
TRUST


 


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 (the “Grantor Trust”) for federal income
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 PEZ
Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class PEZ
Specific Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in the portion of
the Grantor Trust consisting of the Class C Specific Grantor Trust Assets. As provided herein, the Certificate Administrator
shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or
(ii) be treated as part of either Trust REMIC.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance
or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its
reasonable judgment in accordance with the Servicing Standard (and with the consent of the Controlling Class Representative
(unless a Control Termination Event has occurred and is continuing) or, in the case of the Kaiser Center Whole Loan, with the
consent of the Kaiser Center Companion Loan Holder (or its representative)), that (i) such insurance is not available at
commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that
has been obtained by such owners at current market rates), or (ii) such insurance is


 






    	-6-



    	 



    

 


not
available at any rate; provided, however, that the Controlling Class Representative or the Kaiser Center Companion
Loan Holder, as applicable, shall have no more than 30 days to respond to the Special Servicer’s request for such consent;
provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Special Servicer to consult with the Controlling Class Representative or the
Kaiser Center Companion Loan Holder, as applicable, the Special Servicer shall not be required to do so. In making this determination,
the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued
Component Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X
Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component
outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and,
with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month
in which such Distribution Date occurs.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-7-



    	 



    

 


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


 


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


 


“Advance
Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for
which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days
from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less
any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance
made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date),
interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace
period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided,
further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly
Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer
Remittance Date.


 


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


 


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


 


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, taking into account
the nature of its business, to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable,
and (2) that the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates from such Affiliate. Under
such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information
exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, on the other; (ii) such
policies and procedures restricting the flow of information operate in both directions so as to


 






    	-8-



    	 



    

  


include
(a) policies and procedures against the disclosure of Confidential Information from the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, to such Affiliate and (b) policies
and procedures against the disclosure of information regarding Investments in Certificates from such Affiliate to the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable;
(iii) the senior management personnel of such Affiliate who have obtained Confidential Information in the course of their
exercise of general managerial responsibilities may not participate in or use that information to influence Investment Decisions
with respect to the Certificates, nor may they pass that information to others for use in such activities; and (iv) such
senior management personnel who have obtained information regarding Investments in the course of their exercise of general managerial
responsibilities may not use that information to influence servicing recommendations.


 


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


 


“Alderwood
Mall Co-Lender Agreement”: With respect to the Alderwood Mall Whole Loan, the related co-lender agreement, dated as
of May 5, 2015, by and between the holder of the Alderwood Mall Mortgage Loan and the Alderwood Mall Companion Loan Holders, relating
to the relative rights of the holder of the Alderwood Mall Mortgage Loan and the Alderwood Mall Companion Loan Holders, as the
same may be amended from time to time in accordance with the terms thereof.


 


“Alderwood
Mall Companion Loan”: With respect to the Alderwood Mall Whole Loan, each of the Alderwood Mall Pari Passu Companion
Loans and the Alderwood Mall Subordinate Companion Loans.


 


“Alderwood
Mall Companion Loan Holder”: A holder of a Alderwood Mall Companion Loan.


 


“Alderwood
Mall Mortgage”: The Mortgage securing the Alderwood Mall Mortgage Loan and the Alderwood Mall Companion Loans.


 


“Alderwood
Mall Mortgage Loan”: With respect to the Alderwood Mall Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as Alderwood Mall, which is designated as promissory note A-1-4-1 and is pari passu in right of
payment with the Alderwood Mall Pari Passu Companion Loans and senior in right of payment to the Alderwood Mall Subordinate Companion
Loans, to the extent set forth in the related Loan Documents and as provided in the related Alderwood Mall Co-Lender Agreement.


 


“Alderwood
Mall Pari Passu Companion Loans”: With respect to the Alderwood Mall Whole Loan, the related promissory notes designated
as promissory note A-1-1, note A-1-2, note A-1-3 and note A-1-4-2, which are pari passu to the Alderwood Mall Mortgage Loan, and
which, together with the Alderwood Mall Mortgage Loan, are senior in right of payment to the Alderwood Mall Subordinate Companion
Loans, to the extent set forth in the related Loan Documents and as provided in the related Alderwood Mall Co-Lender Agreement.


 






    	-9-



    	 



    

  


“Alderwood
Mall Trust and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of May 5, 2015, among Morgan
Stanley Capital I Inc., as depositor, KeyBank National Association, as master servicer and as special servicer, Wells Fargo Bank,
National Association, as trustee and as certificate administrator, paying agent and custodian, governing the creation of the Alderwood
Mall Securitization Trust and the issuance of securities backed by the assets of such Alderwood Mall Securitization Trust.


 


“Alderwood
Mall Securitization Trust”: The MSCCG 2015-ALDR Mortgage Trust, which holds the Alderwood Mall Pari Passu Companion
Loans designated as promissory note A-1-1 and note A-1-2 and the Alderwood Mall Subordinate Companion Loans.


 


“Alderwood
Mall Subordinate Companion Loans”: With respect to the Alderwood Mall Whole Loan, the related promissory notes designated
as promissory note A-2-1 and note A-2-2, which are subordinate in right of payment to the Alderwood Mall Mortgage Loan and the
Alderwood Mall Pari Passu Companion Loans, to the extent set forth in the related Loan Documents and as provided in the related
Alderwood Mall Co-Lender Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including a Non-Serviced Mortgage Loan and/or an REO Mortgage Loan) with respect
to any calendar month (including any such Mortgage Loan as to which the related Mortgaged Property has become an


 






    	-10-



    	 



    

  


REO
Property), the Monthly Payment; provided, however, that for purposes of calculating the amount of any P&I Advance
required to be made by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest
shall be calculated at the Mortgage Loan Rate less the Servicing Fee Rate; and provided, further, that for purposes
of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage
Loan pursuant to Section 3.24 of this Agreement or pursuant to the Other Pooling and Servicing Agreement, or pursuant
to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 


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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loan as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be
calculated, an amount (subject to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if
any, of (a) the Stated Principal Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last day of the related
Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised values of the related Mortgaged
Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced
by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)), minus such
downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying any obligation
to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special Servicer
may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan (or Serviced Whole
Loan) as of the date of the calculation over (ii) the sum as of the Due Date occurring in the month of the date of determination
of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan
at a per annum rate equal to its Mortgage Loan Rate (and with respect to a Serviced Whole Loan, interest on the related
Serviced Companion Loan at the related Mortgage Loan Rate), (B) all unreimbursed Advances (which shall include, without limitation,
(1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated
Advances), with interest thereon at the Advance Rate, in respect of such Mortgage Loan (or Serviced Whole Loan) and (C) all currently
due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other
amounts, due and unpaid with respect to such Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other
amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and/or for which funds have
not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long as the Special Servicer
is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal
has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance
with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall obtain an Appraisal, the costs
of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the


 






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Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance). The Master Servicer shall
provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate
or recalculate any Appraisal Reduction Amount pursuant to the definition thereof using reasonable efforts to deliver such information
within four (4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee
or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date occurring
on or after the receipt of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction
Amount to take into account such Appraisal and such information, if any, reasonably requested by the Special Servicer from the
Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing,
if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained
within 120 days following the events described in the applicable clause of the definition “Appraisal Reduction Event”
(without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining
the amounts of P&I Advances, the Appraisal Reduction Amount will equal 25% of the Stated Principal Balance of the related
Mortgage Loan; provided that, upon receipt of an Appraisal by the Special Servicer, however, the Appraisal Reduction Amount
for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated in accordance with this definition
without regard to this sentence. With respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole
Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced Whole Loan) has become a Corrected
Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Serviced Whole Loan))
and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event
has occurred with respect thereto during the preceding three months), the Special Servicer shall, within 30 days of each
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal (the cost of
which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and
paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)), provided,
however, no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under
contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably
believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine
and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan, determined in
accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall be entitled to
rely conclusively on such determination by the Special Servicer. Upon completion, the Special Servicer shall deliver a copy of
any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic format. Each Appraisal
Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal
and annual letter updates, as of the date of each such subsequent Appraisal or letter update.


 


Upon
payment in full or liquidation of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which
an Appraisal Reduction Amount


 






    	-12-



    	 



    

  


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


 


Notwithstanding
the foregoing, with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the applicable pro rata
portion of the “Appraisal Reduction Amount” relating to the related Non-Serviced Whole Loan, and calculated pursuant
to the applicable Other Pooling and Servicing Agreement by the applicable Other Special Servicer. The parties hereto shall be
entitled to rely on such calculations as reported to them by the applicable Other Special Servicer or Other Master Servicer. By
their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that each applicable Other
Pooling and Servicing Agreement, the Dallas Market Center Co-Lender Agreement, the Kaiser Center Co-Lender Agreement (after the
Kaiser Center Companion Loan Securitization Date), the Selig Office Portfolio Co-Lender Agreement, the US StorageMart Portfolio
Co-Lender Agreement and the Alderwood Mall Co-Lender Agreement taken together, provide that any such “Appraisal Reduction
Amount” will be calculated by the applicable Other Special Servicer or Other Master Servicer under the applicable Other
Pooling and Servicing Agreement.


 


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


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (or Serviced Whole Loan, but not the Non-Serviced Mortgage Loans),
the earliest of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified Asset, (ii) the date on which
such Mortgage Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any Monthly Payment, except for a
Balloon Payment, (iii) in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date
on which such Balloon Payment was due (except as described in clause B below) or (B) if the related Mortgagor has
delivered to the Master Servicer or Special Servicer (and in either such case the Master Servicer or the Special Servicer, as
applicable, shall promptly deliver a copy thereof to the other servicer with respect to such Mortgage Loan), a refinancing commitment
acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days
after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was
due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become
an REO Property, (v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect
of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or
similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within
those 60 days, or (vii) the date on which such


 






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Mortgage
Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its maturity date pursuant to
Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Mortgage Loan that is part
of a Serviced Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced
Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced
Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Mortgage Loan and any
other Serviced Companion Loan(s) included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur at any time
when the aggregate Certificate Principal Amount of all Classes of Certificates (other than the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify
the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of
any of the foregoing events.


 


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


 


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


 


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


 


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


 


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


 


“Ascentia
MHC Portfolio Companion Loan Holder”: The holder of the Ascentia MHC Portfolio Companion Loan.


 






    	-14-



    	 



    

  


“Ascentia
MHC Portfolio Mortgage”: The Mortgage securing the Ascentia MHC Portfolio Mortgage Loan and the Ascentia MHC Portfolio
Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-15-



    	 



    

 


 


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


 


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


 


(a)          the
aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of
the close of business on the Business Day prior to the related Master Servicer Remittance Date (or, with respect to each Non-Serviced
Mortgage Loan, as of the related Master Servicer Remittance Date to the extent received by the Master Servicer or Trustee pursuant
to the applicable Other Pooling and Servicing Agreement and/or the applicable Co-Lender Agreement), including any amounts that
may be transferred to the Collection Account on the Business Day prior to the related Master Servicer Remittance Date from any
REO Account pursuant to Section 3.16(b) of this Agreement or Serviced Whole Loan Custodial Account, exclusive of (without
duplication):


 


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


 


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


 


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


 


(iv)        [reserved];


 


(v)         all
Yield Maintenance Charges;


 


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


 


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


 


(viii)      with
respect to the Mortgage Loans for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any
Distribution Date in (1) each February or (2) any January in a year that is not a leap year (unless, in either
case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance
of such


 






    	-16-



    	 



    

 


 


Mortgage
Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date
occurs at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts are to be deposited in
the Interest Reserve Account and held for future distribution pursuant to Section 3.23 of this Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-17-



    	 



    

 


 


that,
if such discount rate is greater than or equal to the Mortgage Loan Rate on such Mortgage Loan, but less than the Pass-Through
Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.


 


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


 


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


 


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


 


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


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined
by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors
on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on
10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate”
set forth in the most recent Appraisal (or update of such Appraisal).


 


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


 


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


 


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


 






    	-18-



    	 



    

  


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, or its successor in interest,
or any successor Certificate Administrator appointed as herein provided. Wells Fargo Bank, National Association will perform the
Certificate Administrator role through its Corporate Trust Services division.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-19-



    	 



    

  


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register; provided, however,
that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant
to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor, or any Person known to a
Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided,
however, that for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor or an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor shall be deemed to be outstanding, provided that if such amendment relates to the termination,
increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor or any of their Affiliates, such Certificate shall be deemed not
to be outstanding; provided, however, if the Master Servicer, the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is a member of the Controlling Class, it shall be permitted to act in such capacity and exercise
all rights under this Agreement bestowed upon the Controlling Class; provided further, if an Affiliate of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an
Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable,
then any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-20-



    	 



    

  


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


 


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


 


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


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 1.593%.


 


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


 


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


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.062%.


 


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


 


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


 


“Class A-3
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.498%.


 


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


 


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


 


“Class A-4
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.764%.


 


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


 


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


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.513%.


 






    	-21-



    	 



    




 


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


 


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


 


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


 


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


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of the WAC Rate and 4.018%.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-22-



    	 



    

  


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


 


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


 


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


 


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


 


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


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate minus 0.010%.


 


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


 


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


 


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


 


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


 


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


 






    	-23-



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-24-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.345%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-25-



    	 



    

 


“Class H
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-26-



    	 



    

  


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


 


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


 


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


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Principal Amount or Notional Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-27-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing
Date”: July 31, 2015.


 


“Co-Lender
Agreement”: Any of the Ascentia MHC Portfolio Co-Lender Agreement, the Dallas Market Center Co-Lender Agreement, the
Kaiser Center Co-Lender Agreement, the Selig Office Portfolio Co-Lender Agreement, the US StorageMart Portfolio Co-Lender Agreement
and the Alderwood Mall Co-Lender Agreement.


 


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


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled
“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 2015-GC32” and which must be an Eligible Account.


 


“Collection
Period”: With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after the Due Date
(without regard to grace periods) in the


 






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month preceding the month in which such Distribution Date occurs (or, in the case of
the Distribution Date occurring in August 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due
Date (without regard to grace periods) in the month in which such Distribution Date occurs.




 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: Any of the Ascentia MHC Portfolio Companion Loan, the Dallas Market Center Companion Loans, the Kaiser Center
Companion Loan, the Selig Office Portfolio Companion Loans, the US StorageMart Portfolio Companion Loans and the Alderwood Mall
Companion Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Control
Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate
Certificate Principal Amount (as notionally reduced by any


 






    	-30-



    	 



    

  


Appraisal
Reduction Amounts allocable to such Class in accordance with Section 3.10(a) of this Agreement) at least equal
to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to occur pursuant to Section 6.09(d)
or Section 6.09(h) of this Agreement.


 


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


 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least
a majority of the Controlling Class Certificateholders by Certificate Principal Amount, as identified by notice to the Certificate
Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered
to the Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor; provided
that, (i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon
receipt of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate
Principal Amount of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling
Class Representative shall be the Controlling Class Certificateholder that owns Certificates representing the largest
aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate Registrar.


 


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


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of the Trustee and
Certificate Administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: GS 2015-GC32, provided that,
for certificate transfer purposes, it is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention:
GS 2015-GC32.


 






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


 


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


 


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


 


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


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is
a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so
long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


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


 






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


 


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


 


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


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, such other form for the presentation of such information and
containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(b)        The
following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative
Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC
Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Dallas
Market Center Companion Loan”: With respect to the Dallas Market Center Whole Loan, each of the related promissory notes
made by the related Mortgagor and secured by the Dallas Market Center Mortgage and designated as promissory note A-1 and A-2,
respectively, which are not included in the Trust and are pari passu in right of payment with the Dallas Market Center Mortgage
Loan to the extent set forth in the related Loan Documents and as provided in the Dallas Market Center Co-Lender Agreement.


 


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


 


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


 






    	-37-



    	 



    

 


“Dallas
Market Center Mortgage Loan”: With respect to the Dallas Market Center Whole Loan, the Mortgage Loan included in the
Trust and identified on the Mortgage Loan Schedule as Dallas Market Center, which is designated as promissory note A-3 and is
pari passu in right of payment with the Dallas Market Center Companion Loans to the extent set forth in the related Loan Documents
and as provided in the Dallas Market Center Co-Lender Agreement.


 


“Dallas
Market Center Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of May 1, 2015,
among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, U.S. Bank National Association, as trustee and certificate administrator and Trimont
Real Estate Advisors, Inc., as operating advisor, governing the creation of the Dallas Market Center Securitization Trust and
the issuance of securities backed by the assets of such Dallas Market Center Securitization Trust.


 


“Dallas
Market Center Securitization Trust”: The GS Mortgage Securities Trust 2015-GC30, which holds the Dallas Market Center
Companion Loan designated as promissory note A-1.


 


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


 


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


 


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


 


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


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan
or Companion Loan as provided in the related


 






    	-38-



    	 



    

  


Note
or Mortgage as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage
Loan Rate.


 


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


 


“Defaulted
Mortgage Loan”: A Mortgage Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of
its Monthly Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of
payments under the related Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer has, by written
notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(3)        a
copy of the Mortgage;


 


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


 


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


 


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


 


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


 


(8)        legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)      the
related Mortgagor tax ID;


 


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


 


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


 


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


 






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


 


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


 


“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are
not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO
Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade
or business conducted by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion
of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default
became imminent), other than through an Independent Contractor; provided, however, that the Special Servicer, on
behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on
behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with
Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 






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“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency
or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as
defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income
tax purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”
“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or
successor provisions.


 


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


 


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing August 2015. The first Distribution
Date shall be August 12, 2015.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Eligible
Account”: Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee and the


 






    	-42-



    	 



    

 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement for the benefit of the Certificateholders, which (subject to any changes
in the identity of the Trustee or the Certificate Administrator) shall be entitled “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 2015-GC32, Excess
Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.


 


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


 






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(other than (1) Special Servicing Fees, Workout Fees and Liquidation
Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred with respect to the related Mortgage Loan (or
Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Additional Trust Fund Expenses shall
be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described
in the preceding clause (A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements
or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset any future Workout Fees or Liquidation
Fees payable with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) or REO Property; provided
that if the related Mortgage Loan (or Serviced Whole Loan, if applicable) ceases being a Corrected Mortgage Loan, and is subject
to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Mortgage Loan (or Serviced
Whole Loan) ceasing to be a Corrected Mortgage Loan shall no longer be offset against future Liquidation Fees and Workout Fees
unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Mortgage Loan within 18 months of it becoming
a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Mortgage
Loan, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect
to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property
(including in connection with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided
that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver,
extension or amendment shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any
prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account
any offset described above applied during such prior 12-month period) with respect to any Mortgage Loan (or Serviced Whole Loan,
if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Mortgage
Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Exchangeable
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(d) of this Agreement for the benefit of the Holders of the Exchangeable Certificates, which (subject to
any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered
Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Exchangeable
Distribution Account.” Any such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be
an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X
Certificates) and any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued
at the Pass-Through Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding
immediately prior to such Distribution Date. With respect to any Distribution Date and a Class of the Class X Certificates,
an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective
Components for such Class for such Interest Accrual Period. Calculations of interest due in respect of the Regular Certificates
and the Class PEZ Regular Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC32, Interest Reserve Account” and which shall be an Eligible Account.


 






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


 


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


 


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


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


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


 


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


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling
Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner
or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), a Companion


 






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Loan Holder or
a Companion Loan Holder Representative and that (i) for purposes of obtaining certain information and notices (including
access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) such
Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner,
member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the
foregoing and (B) except in the case of a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion
Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in
the form of Exhibit M-1 to this Agreement or in the form of an electronic certification contained on the Certificate
Administrator’s Website and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective
purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder Representative), (A) such Person is not a
Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor, (B) such
Person is or is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor or an Affiliate of any of the foregoing, (C) such Person has received a copy of the Prospectus Supplement
and the Prospectus, substantially in the form of Exhibit M-2 to this Agreement or in the form of an electronic certification
contained on the Certificate Administrator’s Website or the Master Servicer’s website and (D) such Person agrees
to keep any Privileged Information confidential and will not violate any securities laws; provided that, for purposes of
clause (ii), if such Person is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Operating Advisor, such certification shall indicate whether an Affiliate Ethical Wall exists
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time
in accordance with its policies and procedures. A holder of a mezzanine loan will be considered an Affiliate of a Mortgagor with
respect to the related Mortgage Loan upon the occurrence of an event that would permit acceleration of the mezzanine loan. The
Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies
and procedures and will be required to restrict access to the Certificate Administrator’s Website to a mezzanine lender
upon notice from the Special Servicer pursuant to this Agreement that an event of default has occurred under such mezzanine loan.
The Special Servicer, to the extent it has actual knowledge, shall promptly give notice to the Certificate Administrator that
an event of default under a mezzanine loan has occurred in the form of Exhibit GG attached hereto or such other form
as may be mutually agreed to by the Special Servicer and the Certificate Administrator.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“Kaiser
Center Co-Lender Agreement”: With respect to the Kaiser Center Whole Loan, the related co-lender agreement, dated as
of July 8, 2015, by and between the holder of the Kaiser Center Mortgage Loan and the Kaiser Center Companion Loan Holder,
relating to the relative rights of the holder of the Kaiser Center Mortgage Loan and the Kaiser Center 


 






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Companion Loan Holder,
as the same may be amended from time to time in accordance with the terms thereof.


 


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


 


“Kaiser
Center Companion Loan Holder”: The holder of the Kaiser Center Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage
Loan (or Serviced Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan (or Serviced Whole Loan); (iii) such Mortgage Loan is repurchased or substituted for by the


 






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applicable Mortgage Loan
Seller pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise
acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates
or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced
Whole Loan) is purchased by the holder of a mezzanine loan or a Serviced Companion Loan pursuant to the related intercreditor,
co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of
eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is purchased by another party in accordance
with Section 3.17 of this Agreement; or (ix) in the case of a Non-Serviced Mortgage Loan, such Mortgage Loan
is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable
Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related
REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer,
Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01
of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain
or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan pursuant to the related intercreditor
agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.


 


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


 


“Liquidation
Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor and, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased
or substituted as contemplated by Section 2.03 of this Agreement, any Specially Serviced Loan or any REO Property
as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated
by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such
payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to any related Specially
Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related
Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification
Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to the offset
of Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further,
that (a) the Liquidation Fee shall be zero with respect to any


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to
Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate
Administrator) shall be entitled “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 2015-GC32, Lower-Tier Distribution Account” and which must be
an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this


 






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Agreement,
and shall be further reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such Distribution
Date pursuant to Section 4.01(e) of this Agreement, and increased on any Distribution Date (as and to the extent provided
in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement), such that at all times the
Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding
Certificates.


 


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


 


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


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 


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


 


(b)          any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer or
the Special Servicer, as applicable, is permitted to waive pursuant to Section 3.03(a) of this Agreement) or material non-monetary
term (including, without limitation, the timing of payments and acceptance of discounted payoffs and Material Defeasance Provisions
but excluding the waiver of Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of
any Mortgage Loan or Serviced Whole Loan;


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(m)          any
determination of an Acceptable Insurance Default;


 


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


 


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


 


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


 


“Master
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its
successor in interest, or any successor Master Servicer appointed as herein provided.


 


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


 


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


 


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


 


“Material
Defeasance Provisions”: As defined in Section 3.09(d) of this Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Serviced Whole Loan.


 






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


 


(1)          (A) the
original executed 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 2015-GC32” or in blank, and further
showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan
Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy
of such Note), and (B) in the case of a Serviced Whole Loan, a copy of the executed Note for the related Companion Loan;


 


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


 


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


 


(4)          an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “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 2015-GC32 [and the holder of the related Companion Loan, as their interests may appear]” or a
copy of such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator,
is responsible for the recording thereof);


 


(5)          an
original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of “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 2015-GC32 [and the holder of the related Companion Loan, as their interests may
appear]”;


 


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


 






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(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 Serviced Whole Loan, if any;


 


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


 


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


 


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


 


(14)        an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of “Wells Fargo Bank, National Association, not
in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 [and the holder of the related Companion Loan, as their
interests may appear]”;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and
(d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments
of assignment so completed and recorded.


 


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


 


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


 


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


 


(i)          the
Loan Number;


 


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


 


(iii)       the
Cut-Off Date Balance;


 


(iv)        the
original Mortgage Loan Rate;


 


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


 


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


 


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


 


(viii)      the
Mortgage Loan Seller(s);


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


“Non-Serviced
Companion Loan”: The Dallas Market Center Companion Loans, the Kaiser Center Companion Loan (on or after the Kaiser
Center Companion Loan Securitization Date), the Selig Office Portfolio Companion Loans, the US StorageMart Portfolio Companion
Loans and the Alderwood Mall Companion Loan, as applicable.


 


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


 


“Non-Serviced
Mortgage Loan”: The Dallas Market Center Mortgage Loan, the Kaiser Center Mortgage Loan (on or after the Kaiser Center
Companion Loan Securitization Date), the Selig Office Portfolio Mortgage Loan, the US StorageMart Portfolio Mortgage Loan and
the Alderwood Mall Mortgage Loan, as applicable.


 


“Non-Serviced
Whole Loan”: The Dallas Market Center Whole Loan, the Kaiser Center Whole Loan (on or after the Kaiser Center Companion
Loan Securitization Date), the Selig Office Portfolio Whole Loan, the US StorageMart Portfolio Whole Loan and the Alderwood Mall
Whole Loan a, as applicable (in each case, which shall include any successor REO Mortgage Loan or successor REO Companion Loan).


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Offering
Circular”: The offering circular dated July 17, 2015, relating to the Private Certificates.


 


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


 


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


 


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


 


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


 


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


 






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this Agreement. For the avoidance of doubt, the Operating Advisor
Fee shall be payable from the Lower-Tier REMIC.


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00132% per annum.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Other
Paying Agent”: With respect to each Non-Serviced Mortgage Loan, the paying agent under the applicable Other Pooling
and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B
Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular
Interest Pass-Through Rate, the Class D Pass-Through Rate, the Class X-D Pass-Through Rate, the Class E Pass-Through
Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and the Class H Pass-Through Rate. The Class PEZ
Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ
Components. The Class R Certificates do not have Pass-Through Rates.


 






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


 


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


 


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


 


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


 


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


 


(i)          obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington


 






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Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have
a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)        Federal
Housing Administration debentures;


 


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


 


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


 






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


 


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


 


(vii)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term


 






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


 


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


 


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


 


(x)          such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum
ratings set forth in the applicable clause is not satisfied with respect to


 






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such demand, money market or time deposit, demand
obligation or any other obligation, security or investment;


 


provided,
however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6)
earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such
instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest
payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or
(iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no
amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested
in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master
Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such
investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are
subject to prepayment or call may not be purchased at a price in excess of par.


 


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


 


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


 


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


 


“Permitted
Transferee”: With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified
Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel
(provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership
interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S.
partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under
the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from
a Class R Certificate is attributable to a foreign permanent


 






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establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Principal
Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received
in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection
with the release of the related Mortgaged Property through defeasance.


 


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


 


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


 






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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable
and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and
not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Companion Loan Holder and the Trustee,
as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer,
the Special Servicer, the Kaiser Center Companion Loan Holder (with respect to the Kaiser Center Whole Loan), the Controlling
Class Representative, the Operating Advisor, the Certificate Administrator and the Trustee) required by law, rule, regulation,
order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Controlling
Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), any
Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor,
the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor
Certification, which Investor Certification may be submitted electronically via the Certificate Administrator’s Website;
provided that in no event shall a Mortgagor, manager of a Mortgaged Property, an affiliate of a Mortgagor, an affiliate
of a manager of a Mortgaged Property, principal, partner, member, joint venture, limited partner, employee, representative, director,
advisor or investor in any of the foregoing or an agent of any of the foregoing be considered a Privileged Person.


 


“Property
Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any
advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other customary,
reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses
of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing
and administration of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if a default is imminent
thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the
administration of any REO Property, including, but not limited


 






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to, the cost of (a) compliance with the obligations of the
Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07
of this Agreement, (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, (c) obtaining
any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted
or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any REO Property;
provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead
of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any
such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or
an intercreditor agreement. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether
or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the date
of the making of such Advance to but excluding the date of payment or reimbursement.


 


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


 


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


 


“Prospectus
Supplement”: The prospectus supplement dated July 17, 2015, relating to the Public Certificates.


 


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


 


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


 


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


 


“Purchase
Price”: With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all
accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Default
Interest, at the related Mortgage Loan Rate in effect from time to time through the Due Date in the Collection Period of purchase;
plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts that were
reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan, the pro rata
portion of any comparable amounts allocable to such Mortgage Loan and payable


 






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


 


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


 


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


 


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


 






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related
insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such clause (construed
as if such entity were an insurance company referred to therein).


 


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


 


“Qualified
Substitute Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Loan Rate not less than the Mortgage Loan Rate
of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage
Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting
of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less
than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal
to or less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%,
in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except
in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Loan Purchase Agreement; (viii) have
an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date
and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4)
as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a
maturity date or an amortization schedule that extends to a date that is after the date that is three years prior to the Rated
Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not
be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency
Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller);
(xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling
Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for
a deleted Mortgage Loan if it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on
a Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as
determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that
will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or
Mortgage Loans, then the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances
and each such proposed Qualified Substitute Mortgage


 






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Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii) above; provided that the rates described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis; provided further, that no
individual Mortgage Loan Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and
not based on, or subject to a cap equal to, the WAC Rate) of any Class of Sequential Pay Certificates or any Class PEZ
Regular Interest having a Certificate Principal Amount then outstanding. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Certificate Administrator and the Trustee and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


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


 


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


 


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


 


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


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal
Amount of all Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular
Interests, after giving effect to distributions on such Distribution Date exceeds (B) the aggregate Stated Principal Balance
of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for


 






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principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer
or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent
such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect
to any and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in
Section 4.01(f) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16
of this Agreement on behalf of the Trustee for the benefit of the Certificateholders and the Companion Loan Holders, which
(subject to any changes in the identities of the Special Servicer or the Trustee) shall be entitled “[CWCapital Asset Management
LLC] [the successor Special Servicer], as Special 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 2015-GC32 and the Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts
shall be an Eligible Account.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement
and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator (and, in the event that the
Certificate Administrator is the Certificate Registrar, the Custodian or the Paying Agent, of the Certificate Registrar, the Custodian
or the Paying Agent, as applicable), any officer assigned to the Corporate Trust Services group, with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter
is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular
subject. When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer
or assistant officer thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(A)          the
principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date in the related
Collection Period (if received by the Master Servicer by the Business Day prior to the Master Servicer Remittance Date or (other
than Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date) with respect
to the Mortgage Loans (including any REO Mortgage Loans); and


 


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


 


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


 


“Selig
Office Portfolio Additional Permitted Debt”: “Additional Permitted Debt” as defined in the Selig Office
Portfolio Co-Lender Agreement.


 


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


 


“Selig
Office Portfolio Companion Loan”: With respect to the Selig Office Portfolio Whole Loan, each of the related promissory
notes made by the related Mortgagor and secured by the Selig Office Portfolio Mortgage and designated as promissory notes A-1,
A-2 and A-3, respectively, which are not included in the Trust and are pari passu in right of payment with the Selig Office Portfolio
Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Selig Office Portfolio Co-Lender Agreement;
provided that if the related Mortgagor elects to incur any Selig Office Portfolio Additional Permitted Debt in accordance
with the related Loan Agreement, the Selig Office Portfolio Companion Loans shall include the related promissory note(s) evidencing
the Selig Office Portfolio Additional Permitted Debt.


 


“Selig
Office Portfolio Companion Loan Holder”: The holder of any Selig Office Portfolio Companion Loan.


 


“Selig
Office Portfolio Mortgage”: The Mortgage securing the Selig Office Portfolio Mortgage Loan and the Selig Office Portfolio
Companion Loans.


 


“Selig
Office Portfolio Mortgage Loan”: With respect to the Selig Office Portfolio Whole Loan, the Mortgage Loan included in
the Trust and identified on the Mortgage


 






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Loan Schedule as Selig Office Portfolio, which is designated as promissory note A-4 and
is pari passu in right of payment with the Selig Office Portfolio Companion Loans to the extent set forth in the related Loan
Documents and as provided in the Selig Office Portfolio Co-Lender Agreement.


 


“Selig
Office Portfolio Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of April 1, 2015,
among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator
and Situs Holdings, LLC, as operating advisor, governing the creation of the Selig Office Portfolio Securitization Trust and the
issuance of securities backed by the assets of such Selig Office Portfolio Securitization Trust.


 


“Selig
Office Portfolio Securitization Trust”: The Citigroup Commercial Mortgage Trust 2015-GC29, which holds the Selig Office
Portfolio Companion Loan designated as promissory note A-1.


 


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


 


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


 


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


 


“Serviced
Companion Loan”: The Ascentia MHC Portfolio Companion Loan and the Kaiser Center Companion Loan (prior to the Kaiser
Center Companion Loan Securitization Date).


 


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


 


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


 






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“Serviced
Whole Loan”: The Ascentia MHC Portfolio Whole Loan and the Kaiser Center Whole Loan (prior to the Kaiser Center Companion
Loan Securitization Date) (which shall include any successor REO Whole Loan).


 


“Serviced
Whole Loan Custodial Account”: With respect to the Serviced Whole Loan, the respective segregated account or sub-account
or established as a ledger entry account created and maintained by the Master Servicer pursuant to Section 3.05A of this
Agreement on behalf of the holders of such Serviced Whole Loan, which (subject to any changes in the identities of the Master
Servicer or the Trustee) shall be entitled “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 2015-GC32, and the related Companion Loan Holder,
as their interests may appear.”


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing
Fee Rate


 






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%” and “Sub-Servicing Fee Rate %” on the Mortgage Loan Schedule and with respect to each Serviced Companion
Loan, 0.00250% per annum.


 


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


 


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


 


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


 


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


 






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Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans
and REO properties owned by the Master Servicer or the Special Servicer, as the case may be, and in either case, exercising reasonable
business judgment and acting in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage
Loan or Serviced Whole Loan; (ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon
Payments, under the Mortgage Loans and Serviced Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage
Loan or Serviced Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on the
Mortgage Loan to the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (or,
if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the related Serviced Whole Loan to
the Certificateholders and the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Companion
Loan Holders constituted a single lender)) of principal and interest, including Balloon Payments, on a present value basis (the
relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of any Serviced
Whole Loan, to the Certificateholders and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii)
without regard to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other
party to this Agreement; (B) the ownership of any Certificate (or any Serviced Companion Loan or other indebtedness secured by
the related Mortgaged Property or any certificate backed by a Companion Loan) by the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement
of costs hereunder generally or with respect to any particular transaction; and (E) the ownership, servicing or management for
others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof; provided that the foregoing standards shall only apply with respect to each
Non-Serviced Mortgage Loan and any related REO Property to the extent that the Master Servicer or the Special Servicer has any
express duties or rights to grant consent with respect thereto pursuant to this Agreement.


 


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


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to the Trust. For the avoidance of doubt, there are no Significant Obligors relating to the Trust..


 


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


 


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


 


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


 






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


 


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


 


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


 


“Special
Servicer”: CWCapital Asset Management LLC, a Delaware limited liability company, or its successor in interest, or any
successor Special Servicer appointed as provided herein.


 


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


 


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


 


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


 


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


 


“Specially
Serviced Loan”: Any Mortgage Loan (excluding a Non-Serviced Mortgage Loan) or Serviced Whole Loan (including a related
REO Mortgage Loan and, if


 






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applicable,
an REO Serviced Companion Loan) as to which any of the following events has occurred:


 


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


 


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


 


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


 


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


 


(c)          the
Master Servicer or Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative
(unless a Control Termination Event has occurred and is continuing) or, in the case of the Kaiser Center Whole Loan, with the
consent of the Kaiser Center Companion Loan Holder (or its


 






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representative))
determines that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably
foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage
Loan or Serviced Whole Loan or otherwise materially adversely affect the interests of Certificateholders in the Mortgage Loan
(or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder
in such Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable cure period under the
terms of the Mortgage Loan or Serviced Whole Loan or, if no cure period is specified and the default is capable of being cured,
for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without
application of a grace period under the terms of the Mortgage Loan or Serviced Whole Loan); or


 


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


 


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


 


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


 


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


 


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


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full
and timely Monthly Payments


 






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under
the terms of such Mortgage Loan or Serviced Whole Loan (as such terms may be changed or modified in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or
agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


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


 


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


 


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


 


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


 


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


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination,
an amount equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i)
the principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date (or, in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution), if received by the Trust or advanced by the Master
Servicer or the Trustee on or prior to the most recent Distribution Date coinciding with or preceding such date of determination,
(ii) all Unscheduled Payments with respect to such Mortgage Loan for a Distribution Date on or before such date of determination
and (iii) any adjustment thereto as a result of a reduction of principal by a bankruptcy court or as a result of a modification
reducing the principal amount due on such


 






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Mortgage
Loan as of the Determination Date for the most recent Distribution Date occurring on or before such date of determination. The
Stated Principal Balance of a Serviced Companion Loan (other than an REO Serviced Companion Loan), as of any date of determination,
shall equal (a) the principal balance of such Serviced Companion Loan as of the Cut-off Date, minus (b) the sum of (i) the principal
portion of each Monthly Payment due on such Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced
Companion Loan Holder on or prior to the most recent Distribution Date coinciding with or preceding such date of determination,
(ii) all Unscheduled Payments with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination
and (iii) any adjustment thereto as a result of a reduction of principal by a bankruptcy court or as a result of a modification
reducing the principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution
Date occurring on or before such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which
title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and/or the related Serviced Companion Loan
Holder(s), as applicable, is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired
less any Unscheduled Payments and the principal portion of any P&I Advances with respect to such REO Mortgage Loan for a Distribution
Date on or before such date of determination. The Stated Principal Balance of a Serviced Companion Loan with respect to which
title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and the related Serviced Companion Loan
Holder(s) is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled
Payments with respect to such Serviced Companion Loan for a Distribution Date on or before such date of determination. Notwithstanding
the foregoing, the Stated Principal Balance of a Specially Serviced Loan with respect to which the Special Servicer has made a
Final Recovery Determination is zero. The Stated Principal Balance of a Serviced Whole Loan (including an REO Whole Loan), as
of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including
an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any REO Serviced Companion Loan(s)). For purposes
of this definition, if remittances are made to any Serviced Companion Loan Holder on any day of the month other than the Distribution
Date in such month, then such remittances shall be deemed made on the Distribution Date in such month.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


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


 






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aggregate
Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related
Qualified Substitute Mortgage Loans.


 


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


 


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


 


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


 


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


 


(i)          the
Mortgagor’s name;


 


(ii)          property
type;


 


(iii)         the
original balance;


 


(iv)        the
origination date;


 


(v)          the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


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


 


(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;


 






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


 


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


 


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


 


(xv)        the
interest accrual basis;


 


(xvi)       Administrative
Cost Rate;


 


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


 


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


 


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


 


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


 


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


 


“Tax
Returns”: The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return
to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created by this Agreement.


 


“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of each Whole Loan, only to
the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account,
including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the
Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned
to the Trustee pursuant to Section 2.01 of this Agreement and (xi) the Lower-Tier Regular Interests.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00389% per annum.


 


“Underwriters”:
Goldman, Sachs & Co., Citigroup Global Markets Inc., Cantor Fitzgerald & Co. and Drexel Hamilton, LLC.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the
Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance
was made.


 


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans (including the Non-Serviced Mortgage Loans and
any REO Mortgage Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans during the applicable Prepayment
Period and (b) the principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case,
net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred
in connection with the related Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans
and the Trust’s interest in any REO Properties (including any interest in REO Property acquired with respect to any Non-Serviced
Whole Loan) during the applicable Prepayment Period, but in each case only to the extent that such principal portion represents
a recovery of principal for which no advance was previously made in respect


 






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of
a preceding Distribution Date. With respect to any Distribution Date and any Serviced Companion Loan, the aggregate of (a) all
principal prepayments received on such Serviced Companion Loan during the applicable Prepayment Period and (b) the principal portions
of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case, net of special servicing fees, liquidation
fees, accrued interest on advances and other Additional Trust Fund Expenses incurred in connection with the related Companion
Loan) and, if applicable, Net REO Proceeds received with respect to such Serviced Companion Loan and the related Companion Loan
Holder’s interest in any related REO Property during the applicable Prepayment Period.


 


“Upper-Tier
Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall be entitled “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 2015-GC32, Upper-Tier Distribution Account” and which must be an Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier Distribution Account.


 


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


 


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


 


“US
StorageMart Portfolio Co-Lender Agreement”: With respect to the US StorageMart Portfolio Whole Loan, the related co-lender
agreement, dated as of May 6, 2015, by and between the holder of the US StorageMart Portfolio Mortgage Loan and the US StorageMart
Portfolio Companion Loan Holders, relating to the relative rights of the holder of the US StorageMart Portfolio Mortgage Loan
and the US StorageMart Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the terms
thereof.


 






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“US
StorageMart Portfolio Companion Loan”: With respect to the US StorageMart Portfolio Whole Loan, each of the US StorageMart
Portfolio Pari Passu Companion Loans and the US StorageMart Portfolio Subordinate Companion Loans.


 


“US
StorageMart Portfolio Companion Loan Holder”: A holder of a US StorageMart Portfolio Companion Loan.


 


“US
StorageMart Portfolio Mortgage”: The Mortgage securing the US StorageMart Portfolio Mortgage Loan and the US StorageMart
Portfolio Companion Loans.


 


“US
StorageMart Portfolio Mortgage Loan”: With respect to the US StorageMart Portfolio Whole Loan, the Mortgage Loan included
in the Trust and identified on the Mortgage Loan Schedule as US StorageMart Portfolio, which is designated as promissory note
A-1D and is pari passu in right of payment with the US StorageMart Portfolio Pari Passu Companion Loans and senior in right of
payment to the US StorageMart Portfolio Subordinate Companion Loans, to the extent set forth in the related Loan Documents and
as provided in the related US StorageMart Portfolio Co-Lender Agreement.


 


“US
StorageMart Portfolio Pari Passu Companion Loans”: With respect to the US StorageMart Portfolio Whole Loan, the related
promissory notes designated as promissory note A-1A, note A-1B, note A-1C, note A-1E and note A-1F, which are pari passu to the
US StorageMart Portfolio Mortgage Loan, and which, together with the US StorageMart Portfolio Mortgage Loan, are senior in right
of payment to the US StorageMart Portfolio Subordinate Companion Loans, to the extent set forth in the related Loan Documents
and as provided in the related US StorageMart Portfolio Co-Lender Agreement.


 


“US
StorageMart Portfolio Trust and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of May 6,
2015, among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Deutsche
Bank Trust Company Americas, as trustee and Citibank, N.A., as certificate administrator, paying agent and custodian, governing
the creation of the US StorageMart Portfolio Securitization Trust and the issuance of securities backed by the assets of such
US StorageMart Portfolio Securitization Trust.


 


“US
StorageMart Portfolio Securitization Trust”: The CGBAM 2015-SMRT Mortgage Trust, which holds the US StorageMart Portfolio
Pari Passu Companion Loans designated as promissory note A-1A, note A-1B and note A-1C and the US StorageMart Portfolio Subordinate
Companion Loans.


 


“US
StorageMart Portfolio Subordinate Companion Loans”: With respect to the US StorageMart Portfolio Whole Loan, the related
promissory notes designated as promissory note A-2A and note A-2B, which are subordinate in right of payment to the US StorageMart
Portfolio Mortgage Loan and the US StorageMart Portfolio Pari Passu Companion Loans, to the extent set forth in the related Loan
Documents and as provided in the related US StorageMart Portfolio Co-Lender Agreement.


 






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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall
be (a) 0%, in the case of the Class R Certificates, (b) 1% in the aggregate to the Class X-A, Class X-B and Class X-D Certificates,
allocated among such Classes based on their respective interest entitlements on the most recent prior Distribution Date and (c)
in the case of any of any Class of Sequential Pay Certificates or Class PEZ Certificates, a percentage equal to the product of
(i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal Amount
of such Class and the denominator of which is equal to the aggregate outstanding Certificate Principal Amounts of all Classes
of Sequential Pay Certificates and Class PEZ Certificates (or, if with respect to a vote of Non-Reduced Certificates, the Non-Reduced
Certificates); provided that for purposes of such allocations, the Class A-S Certificates and the Class PEZ Component A-S
of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”, the Class B Certificates
and the Class PEZ Component B of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”,
and the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates shall be considered as if they together
constitute a single “Class”. Voting Rights shall be allocated to the Class PEZ Certificates only with respect to each
Class PEZ Component that is part of a Class of Certificates determined as described in the proviso to the preceding sentence.
The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to
their respective Percentage Interests. The aggregate Voting Rights of Holders of more than one Class of Certificates shall be
equal to the sum of the products of each such Holder’s Voting Rights and the percentage of Voting Rights allocated to the
related Class of Certificates.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage
Loan Rates in effect for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates in the month preceding
the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately
following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


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


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 


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


 






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“Whole
Loan”: Any of the Ascentia MHC Portfolio Whole Loan, the Dallas Market Center Whole Loan, the Kaiser Center Whole Loan,
the Selig Office Portfolio Whole Loan, the US StorageMart Portfolio Whole Loan and the Alderwood Mall Whole Loan (and shall include
any respective successor REO Whole Loan).


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Whole Loan, the amount of any Advance made with
respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan becomes (or,
but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the
Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Whole Loan becomes a Corrected Mortgage
Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan
Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit
the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Mortgage Loan (other than with respect to
the Non-Serviced Mortgage Loans) equal to the Workout Fee Rate applied to each collection of interest (other than Default Interest)
and principal (other than any amount for which a Liquidation Fee is paid) received on such Corrected Mortgage Loan for so long
as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be payable by the Trust with respect to a Corrected
Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition
of “Specially Serviced Loan” (and no other clause thereof) and no mortgage loan event of default actually occurs,
unless the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan is modified by the Special Servicer
in accordance with the terms hereof; provided, further that if a Mortgage Loan or Serviced Whole Loan becomes a
Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan”
as a result of a payment default at maturity and the related collection of principal and interest is received within 90 days following
the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the Special Servicer will not be entitled to collect a Workout Fee, but
may collect and retain appropriate fees from the related Mortgagor in connection with such workout; provided, further
that the Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Mortgage Loan shall be reduced by
any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Mortgage Loan or Serviced Whole
Loan as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Mortgage Loan, and (b) such lower rate
as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default


 






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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 Mortgage 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 Mortgage Loan through and including the then related maturity date.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note (in the case of a Mortgage Loan) or the related note(s) in favor of the related
Companion Loan Holder (in the case of a Companion Loan) in connection with certain prepayments.


 


“YM
Groups”: As defined in Section 4.01(c) of this Agreement.


 


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


 


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


 


Section
1.02     Certain Calculations. Unless otherwise specified
herein, the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and
Mortgage.


 


(b)          For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution
Date, the Class of Certificates as to which any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Certificates on such Distribution Date in respect of principal
shall consist first of scheduled payments included in the definition of Principal Distribution Amount and second of prepayments
included in such definition.


 


(c)          Any
Mortgage Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer, the Special
Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on
the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.


 


(d)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (and, in the case of any Non-Serviced Mortgage
Loan, subject to any prior allocations under the related Co-Agreement and/or the applicable Other Pooling and Servicing


 






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Agreement)
in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be
allocated to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Loan Documents and Co-Lender Agreement; provided, however,
in the absence of such express provisions of the related Loan Documents and in any event for purposes of calculating distributions
hereunder after an event of default under the related Mortgage Loan (to the extent not cured or waived), in each case only to
the extent such amount is an obligation of the related Mortgagor in the related Loan Documents, all such amounts collected shall
be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to such Mortgage Loan;


 


(iii)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual period in which
such collections are received by or on behalf of the Trust, over (B) the cumulative amount of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement
in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued
and unpaid interest pursuant to clause (v) below on earlier dates);


 


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


 


(v)          as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of
this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


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


 






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(vii)        as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)       as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)          as
a recovery of any Default Interest or late payment charges then due and owing under such Mortgage Loan;


 


(x)           as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)          as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (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


 


(xii)         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, payments or proceeds received with respect to any partial release
of a Mortgaged Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of
the related Mortgage Loan or the Serviced Whole Loan exceeds 125% (based solely on the value of the real property and excluding
personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage Loan or
the related Serviced Whole Loan in the manner permitted by such REMIC Provisions.


 


(e)          Collections
by or on behalf of the Trust in respect of the REO Property for any REO Mortgage Loan (and, in the case of each Non-Serviced Mortgage
Loan, subject to any prior or alternative allocations under the related Co-Lender Agreement or the applicable Other Pooling and
Servicing Agreement) (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining
and disposing of such REO Property (and, if applicable, except as expressly set forth in the related Co-Lender Agreement)) shall
be deemed allocated for purposes of collecting amounts due under the related REO Mortgage Loan, in each case only to the extent
such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to the related REO Mortgage Loan;


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
REO Mortgage Loan (exclusive of


 






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Default
Interest) to the extent of the excess of (A) accrued and unpaid interest on the related REO Mortgage Loan at the related Mortgage
Loan Rate through and including the end of the related Mortgage Loan interest accrual period in which such collections are received
by or on behalf of the Trust, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection
with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clauses (v) below or clause (d)(v) above on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section
4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not
theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or clause (d)(v) above on
earlier dates);


 


(vi)         as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)        as
a recovery of any Default Interest or late payment charges then due and owing under the related REO Mortgage Loan;


 


(viii)       as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan; and


 


(ix)          as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (if both Consent Fees and Operating Advisor
Consulting Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating Advisor Consulting
Fees).


 


(f)           The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.


 


(g)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Companion Loans or a
Mortgaged Property or REO Property (other than the Trust’s interest in any REO Property acquired with respect to any Non-Serviced
Mortgage Loan) (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation
Rate.


 






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(h)          The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the applicable Other Pooling
and Servicing Agreement related to each Non-Serviced Mortgage Loan are required to be allocated by such parties as interest, principal
or other amounts in accordance with the terms and conditions of the related Co-Lender Agreement and the related Non-Serviced Mortgage
Loan.


 


Section
1.03     Certain Constructions.


 


(a)          For
purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular Interests
outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular Interest then
outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class D, Class X-D, Class E, Class F, Class G and Class H Certificates and the Class A-S, Class B and Class C Regular Interests;
provided, however, that for purposes of determining the most subordinate Class of Certificates, in the event that
the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Certificates (other than the
Class X and Class R Certificates) outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class
X-B Certificates together will be treated as the most subordinate Class of Certificates. For purposes of this Agreement, each
Class of Certificates (other than the Class R Certificates) and Class PEZ Regular Interest shall be deemed to be outstanding only
to the extent its respective Certificate Principal Amount or Notional Amount has not been reduced to zero. For purposes of this
Agreement, the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant
to Section 9.01 of this Agreement.


 


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)           the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)          references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)         a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)         the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)          the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 






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Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans.


 


(a)          The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage
Securities Trust 2015-GC32, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise
convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section
5(e) and 5(f)), 6 (other than Section 6(a)(viii) and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16,
17, 18 and 23 of each Loan Purchase Agreement, (iii) the SMC Guaranty, (iv) the Co-Lender Agreements and (v) all Escrow Accounts,
Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders.
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than
payments of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding
any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of each Mortgage Loan that
is part of a Whole Loan is further subject to the terms and conditions of the applicable Other Pooling and Servicing Agreement
(if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and property accomplished hereby
is absolute and, notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with the Custodian (on behalf
of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies to be delivered, within
five (5) Business Days after the Closing Date, to the Master Servicer (other than with respect to the Non-Serviced Mortgage Loans)
and the Special Servicer; provided, however, that copies of any document in the Mortgage File that also constitutes
a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to the Non-Serviced Mortgage
Loans) on or before the Closing Date. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or
the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein
to the contrary, with respect to letters of credit (exclusive of those relating to Non-Serviced Mortgage Loans), the applicable
Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Trust (in care of the Master Servicer) that may be required in order for the
Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or
of the related Loan Documents)) and the applicable Mortgage Loan Seller


 






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shall
be deemed to have satisfied any delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b) by
delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b).
If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such
letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Loan Documents,
the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment
or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of
credit for processing) to the Master Servicer within 90 days of the Closing Date; provided that with respect to the Kaiser Center
Mortgage Loan, no such assignments shall be made until the earlier of (i) the Kaiser Center Companion Loan Securitization Date,
in which case such assignments shall be made in accordance with the related Other Pooling and Servicing Agreement, and (ii) the
earlier of (A) 180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by
the Master Servicer, in which case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders
and for the benefit of the holder of the related Companion Loan, until the occurrence of the Kaiser Center Companion Loan Securitization
Date, as the case may be. Contemporaneous with the securitization of the Kaiser Center Companion Loan, any such letter of credit
shall be assigned to the related Other Master Servicer or related Other Trustee, as applicable, as provided in the related Other
Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate
with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a
draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn
by the Master Servicer on behalf of the Trust.


 


After
the Depositor’s transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall
not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


With
respect to any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter
in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign
any related comfort letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such
new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for
the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date
(or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required
request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or
any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice
or request to the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the Special
Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement


 






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comfort
letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort
letter) and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such
replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement
that it shall cause AMO to record and file at the related Mortgage Loan Seller’s expense, in the appropriate public office
for real property records or UCC financing statements, as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases, in favor of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related
UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File” and, with respect to any Mortgage
Loan to which the Custodian has agreed to record and file such documents, the Custodian shall promptly undertake to record or
file any such document upon its receipt thereof. This subsection (c) shall not apply to any Non-Serviced Mortgage Loan because
the documents referred to herein have been assigned to an Other Trustee. Notwithstanding the foregoing, in the case of the Kaiser
Center Mortgage Loan (prior to its becoming a Non-Serviced Mortgage Loan), the timing of any recordation of the documents referred
to herein shall be governed by the last paragraph of the definition of “Mortgage File” and, following the Kaiser Center
Companion Loan Securitization Date, if such recordation has been effected, such documents shall be assigned in accordance with
the last paragraph of the definition of “Mortgage File”.


 


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase
Agreement as to each Mortgage Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered
the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage
File” solely because of a delay caused by the public recording or filing office where such document or instrument has been
delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller to
be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment
referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph
shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording
(or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller
shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided
that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original.
On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer
a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor


 






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or
to cure such defect, as the case may be, and the Mortgage Loan Seller shall record or file, or cause AMO to record or file, or
with respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the substitute
or corrected document. The Custodian shall upon receipt from the applicable Mortgage Loan Seller cause the same to be duly recorded
or filed, as appropriate.


 


(d)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the applicable Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit (or cause to be
delivered and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the Mortgage
File, (ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination
and/or servicing and administration of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or the related Serviced
Companion Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including
any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of
the Certificates) and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage
Loans and the Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of the
applicable Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control
of the applicable Mortgage Loan Seller that relate to such Mortgage Loans or any related Serviced Companion Loan, provided
that copies of any document in the Mortgage File and any other document, record or item referred to above in this sentence
that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided,
further, that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other
communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.
In addition, attached as Exhibit P to this Agreement is the Supplemental Servicer Schedule. The Master Servicer shall hold
all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar
as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion Loan Holder).


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents
and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed
original counterpart of each Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)           The
Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion
Loan Holders.


 


(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.


 






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(h)          It
is not intended that this Agreement create a partnership or a joint-stock association.


 


Section
2.02     Acceptance by the Trustee, the Custodian and the Certificate
Administrator.


 


(a)          The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files (to the extent
such documents constituting the Mortgage Files are actually delivered to the Trustee or Custodian) and (ii) all other assets delivered
to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian
on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions
of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and such other assets,
together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive
use and benefit of all present and future Certificateholders and, if applicable, the Companion Loan Holders pursuant to Section
2.01(f) of this Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage
File that relates to the Companion Loan in such Serviced Whole Loan in trust for the use and benefit of the related Companion
Loan Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the applicable
Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified
in clause (1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian on its
behalf, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it or the
Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller
has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it
with respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d)
of this Agreement and the terms of the respective Loan Purchase Agreements, certify in writing (substantially in the form
of Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter
and each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion Loan Holder) that,
as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to
such certification): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage
Loans), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File”
are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with
the related Loan


 






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Purchase
Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely
on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents received by it or the Custodian with
respect to such Mortgage Loan have been reviewed by it or the Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been
executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in
Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together with
any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4)
and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession
because it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant
to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s obligation to deliver the
certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Custodian
shall deliver a comparable certification to any party hereto, the Companion Loan Holder and any Underwriter and any Initial Purchaser
on request.


 


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


 


(d)          It
is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loans), (5), (7), (15) and (20)
(for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” have been received, appear
regular on their face and such additional information as will be necessary for delivering the certifications required by Sections
2.02(a) and 2.02(b) of this Agreement.


 


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any 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).


 






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Section
2.03    Mortgage Loan Sellers’ Repurchase, Substitution or Cures
of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties.


 


(a)          If
(i) any party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not
been properly executed, is missing, contains information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document
Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage
Loan Seller made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”)
or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement
of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”),
then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Companion
Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of the Rating Agencies (to the extent
notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially
and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially
and adversely affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders
therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Special
Servicer shall determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material
Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Document
Defect or Material Breach, then the Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan
Seller, the other parties hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event). Promptly upon becoming aware of any Material Document Defect or Material Breach (including through a written
notice given by the Master Servicer or the Special Servicer, as provided above), the Master Servicer (if the related Mortgage
Loan is a non-Specially Serviced Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable,
shall require the applicable Mortgage Loan Seller (with, in the case of the Mortgage Loans sold to the Depositor by SMF, simultaneous
notice to SMC, as guarantor of certain of SMF’s obligations under the SMF Loan Purchase Agreement, pursuant to the SMC Guaranty),
not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s discovery or receipt of notice of, and
receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or,
in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later
than 90 days from any party discovering such Material Document Defect or Material Breach), to cure the same in all material respects
(which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith) or, if such Material
Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either to (i) repurchase the
affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Mortgage Loan that
is


 






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part
of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or
(ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any
such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the
Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Loan Purchase
Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Material Breach is
capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related
to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period, then such Mortgage
Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such
repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving
such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Special
Servicer and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach is not capable
of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Document Defect or Material Breach will
be cured within such additional 90 day period); and provided, further, that, if any such Material Document Defect
is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage
Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its
cure, repurchase or substitution obligations in respect of such Document Defect so long as such Mortgage Loan Seller certifies
to the Trustee, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Document Defect is still
in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently
pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased,
the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are
to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each
Mortgage Loan being repurchased or replaced, and received by the Master Servicer or the Special Servicer on behalf of the Trust,
after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the
Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due
Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and
received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution,
shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt.


 






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If
the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice
has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase
Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage
Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each of
the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the
Special Servicer receives a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been
repurchased or replaced (a “Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase
Request Rejection”), then the Special Servicer shall (in accordance with the following paragraph) give written notice
of such Repurchase or Repurchase Request Rejection to the Depositor, the applicable Mortgage Loan Seller unless it is the entity
that has repurchased or replaced the subject Mortgage Loan or rejected such Repurchase Request, and unless it is the party that
notified the Special Servicer thereof, the Certificate Administrator and the Trustee.


 


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


 


If
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase
Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such
party shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to
the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following
statement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”]
[a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under
Section 2.03(a) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 2015-GC32 Commercial Mortgage
Pass-Through Certificates, Series 2015-GC32, requiring action by you as the recipient of such [Repurchase Request] [Repurchase
Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant
to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request


 






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Rejection,
and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a)
with respect to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection.


 


No
Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”)
shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a)
is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule
15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or
inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice
Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice
Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is
the subject of a 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement and the
SMC Guaranty, which the Master Servicer shall provide to each Sub-Servicer.


 


With
respect to each Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect”
exists with respect to a Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement and the related Mortgage
Loan Seller (or other responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and
Servicing Agreement, such Mortgage Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that
such repurchase obligation does not apply to any “material document defect” related solely to the promissory note
for such Companion Loan.


 


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents
referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in accordance with this
Agreement and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided,
however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a
Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an
imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by
any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing obligation.


 


(c)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each


 






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tender
to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable
Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or
endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that
such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed to be the
Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request for Release and an
Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master
Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf
of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to
the Non-Serviced Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee
shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however,
that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents
or subcontractors.


 


(d)          The
related Loan Purchase Agreement and, as applicable, the SMC Guaranty provide the sole remedies available to the Certificateholders,
or the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach
with respect to any Mortgage Loan. For purposes of this Agreement, the purchase or replacement by SMC pursuant to the SMC Guaranty
of any Mortgage Loan for which SMF is the related Mortgage Loan Seller shall be deemed a purchase or replacement by SMF.


 


Section
2.04     Representations and Warranties of the Depositor.


 


(a)           The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator,
as of the Closing Date, that:


 


(i)            The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the 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


 






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by
it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement; the Depositor has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


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


 


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


 


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


 


(v)           The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)          No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(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


 






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right,
title and interest in and to each Mortgage Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related
Loan Purchase Agreement;


 


(viii)        The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)          The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by
the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free
and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section
2.05     Representations, Warranties and Covenants of the Master Servicer.


 


(a)          The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor
and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Master Servicer to


 






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perform
its obligations under this Agreement or the financial condition of the Master Servicer;


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


 


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


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


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


 


(vii)        Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section
3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the
requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or


 






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registrations
which are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required,
will be obtained) in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the
Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage
Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each
Certifying Certificateholder and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 


Section
2.06     Representations, Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor and the Master Servicer, the Operating
Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of the jurisdiction in which each Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, operating agreement or by-laws
or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the


 






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Special
Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy,
receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)        Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced


 






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Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of the Certificateholders or any Serviced Companion Loan Holder, the Master Servicer, the Special Servicer
or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto,
each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 


Section
2.07     Representations and Warranties of the Trustee.


 


(a)          The
Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan Holders,
and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date,
that:


 


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


 


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


 


(iii)         except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the
Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws;


 






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


 


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


 


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


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole
Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section
2.08     Representations and Warranties of the Certificate Administrator.


 


(a)          The
Certificate Administrator hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion
Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee, as of the
Closing Date, that:


 


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


 


(ii)          the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse


 






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of
time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument
to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets;


 


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


 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 


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


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate


 






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Administrator
in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the other parties
hereto, each Certifying Certificateholder, the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 


Section
2.09          Representations, Warranties and Covenants of the Operating
Advisor.


 


(a)          The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York; and the Operating Advisor is in compliance with the laws of the jurisdiction in which each Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


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


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory


 






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authority,
which violation, in the Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely
the ability of the Operating Advisor to perform its obligations under this Agreement;


 


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


 


(vii)        No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders
or any Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole
Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section
2.10     Execution and Delivery of Certificates; Issuance of Lower-Tier
Regular Interests.


 


(a)          The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian
(to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.02 of this Agreement and, concurrently with such delivery, (i) the Trustee acknowledges and
hereby declares that it holds the Mortgage Loans for the benefit of the Holders of the Class R Certificates (in respect of the
Lower-Tier Residual Interest) and the Lower-Tier REMIC, (ii) the Certificate Administrator acknowledges the issuance of the Lower-Tier
Regular Interests and the Lower-Tier Residual Interest in exchange for the assets of the Lower-Tier REMIC, (iii) the Depositor
hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier
REMIC to the Trustee, receipt of which is hereby acknowledged, and the Trustee acknowledges and hereby declares that it holds
the same on behalf of the Holders of the Certificates and the Upper-Tier REMIC, and (iv) the Certificate Administrator acknowledges
that it has executed and caused to be authenticated and delivered to and upon the order of the Depositor, (A) in exchange for
the


 






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assets
of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing
ownership of the Upper-Tier REMIC, and (B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier
Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator.


 


(b)          The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the benefit
of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular
Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii)
the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class
PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The
Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the
Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates
and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and deliver
to or upon the order of the Depositor, in exchange for the Class PEZ Regular Interests, and the Depositor hereby acknowledges
the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations.


 


Section
2.11     Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)          The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class
LG and Class LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning
of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated
as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(b)          The
Regular Certificates and the Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier
REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates)
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code
Section 860G(a)(2).


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Regular
Certificates and the Class PEZ Regular Interests is the Rated Final Distribution Date.


 


(d)          None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 






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(e)          Each
Class of the Class A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in its corresponding
portion of the Trust Fund consisting of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor
Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, each of which portions will
be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section
3.01     Master Servicer to Act as Master Servicer; Administration of
the Mortgage Loans; Sub-Servicing Agreements.


 


(a)          The
Master Servicer (with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans
that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent
contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced
pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund
and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the
Certificateholders and the related Companion Loan Holder(s) as a collective whole as if such Certificateholders and Companion
Loan Holder(s) constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in
the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loans
and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing,
the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement
and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and the Special Servicer shall
seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer
shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject
to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and
all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and,
in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the
case of a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and,
in the case of a Serviced Whole Loan, the related Companion Loan Holder(s) constituted a single lender, subject to the terms and
conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion
Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee,
the Certificate Administrator and the Custodian


 






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or
any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain
the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and
3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained
in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage
Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend
any action, suit or proceeding of any kind filed in the name of the Master Servicer or the Special Servicer in their respective
capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms
of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10
and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall
service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Companion Loans in accordance with
applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors
any reports required to be provided to them thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute
and deliver to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit AA-1
to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master
Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer
(in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the
Master Servicer and the Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master
Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained
herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master
Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of
the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required
by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business
Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as
is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with
the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii)
take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, losses,
liabilities and expenses (including reasonable legal fees and expenses) incurred by the Trustee in connection with the negligent
or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as
applicable, including the reasonable legal costs or expenses incurred by the Trustee in bringing any type of suit or action against
the Master Servicer or Special Servicer, as applicable,


 






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in
a court of law or in any other forum in connection with such negligent or willful misuse of such power of attorney.


 


(b)          Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on
a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the
principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal
prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof)
in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of
and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts.
If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior
to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account
as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve
account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage
Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents,
to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or
Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan).


 


(c)          The
Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided
that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent
with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide
that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy
of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer
in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a
Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase
Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such
Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related
agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c).
The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement
(and any assignment thereof) to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that
it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer
without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the
Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements.


 






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Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving
a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in
Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify
any such Sub-Servicer.


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable,
to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as
applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into
by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master
Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities
or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the
Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned
to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved
of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the
successor Master Servicer, as applicable.


 


In
the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request
of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause
to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement
and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will
otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee
or the successor Master Servicer, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion
Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the
making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with
respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan,
and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion
Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially
Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged
Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports,
statements and communications to be delivered by the holder of the related Mortgage Loan under


 






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the
related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related
duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement
and/or as set forth herein. All provisions required to be included herein by the related Co-Lender Agreement are deemed included.
In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control
with respect to the related Serviced Whole Loan.


 


(f)          Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Whole Loan is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not
intend to make a Property Advance with respect to a Serviced Whole Loan that the Master Servicer or the Trustee would have made
if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case
may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer make such Property Advances
and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming
aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Whole Loan is
removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the related Companion Loan
Holder (or the master servicer of any securitization of the related Companion Loan) (i) a copy of the most recent inspection report
and the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related borrower
for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal
done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s obligations and responsibilities,
if any, hereunder and the Master Servicer’s authority, if any, with respect to each Non-Serviced Mortgage Loan and each
Non-Serviced Companion Loan related to each Non-Serviced Mortgage Loan are limited by and subject to the terms of each Co-Lender
Agreement and this Agreement and the rights of an Other Master Servicer and an Other Special Servicer with respect thereto under
the applicable Other Pooling and Servicing Agreement. The Master Servicer further recognizes the respective rights and obligations
of an Other Trustee and/or the Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement
including with respect to (i) the allocation of collections on or in respect of a Non-Serviced Whole Loan in accordance with the
related Co-Lender Agreement, (ii) the purchase of a Non-Serviced Whole Loan or related Non-Serviced Mortgage Loan by the related
Non-Serviced Companion Loan Holder or their designees in accordance with the respective Co-Lender Agreement to the extent provided
therein and (iii) any cure rights that a Non-Serviced Companion Loan Holder may exercise, if applicable, in accordance with the
related Co-Lender Agreement. The Trustee shall cooperate with the Master Servicer in connection with the enforcement of the rights
of the Trustee on behalf of the Trust (as holder of each Non-Serviced Mortgage Loan) under each related Co-Lender Agreement and
each applicable Other Pooling


 






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and
Servicing Agreement. The Master Servicer (under the power of attorney granted by the Trustee) shall take such actions as it shall
deem reasonably necessary to facilitate servicing of each Non-Serviced Companion Loan by the related Other Master Servicer and
Other Special Servicer, including, but not limited to, delivering appropriate requests for release to the custodian (if any) in
order to deliver any portion of the related Mortgage File to the related Other Master Servicer or Other Special Servicer under
the related applicable Other Pooling and Servicing Agreement.


 


None
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any
obligation or authority to supervise any Other Master Servicer, any Other Special Servicer, any Other Operating Advisor, any Other
Certificate Administrator, any Other Trustee or any other party to the applicable Other Pooling and Servicing Agreement or to
make Property Advances with respect to any of the Non-Serviced Mortgage Loans or a Non-Serviced Companion Loan related to the
Non-Serviced Mortgage Loans. The obligation of the Master Servicer to provide information to the Certificate Administrator, the
Trustee or any other Person with respect to each Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan related to each
Non-Serviced Mortgage Loan is dependent on their receipt of the corresponding information from an Other Master Servicer or an
Other Special Servicer, as applicable.


 


(h)          The
parties hereto acknowledge that each Non-Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender
Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Non-Serviced Mortgage
Loan and Non-Serviced Companion Loan are to be serviced and administered by an Other Master Servicer and Other Special Servicer
in accordance with the applicable Other Pooling and Servicing Agreement, and (ii) in the event that the applicable Non-Serviced
Companion Loan is no longer part of the trust fund created by the applicable Other Pooling and Servicing Agreement and the related
Non-Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related
Whole Loan shall be serviced in accordance with the applicable provisions of the applicable Other Pooling and Servicing Agreement
as if such agreement was still in full force and effect with respect to the related Whole Loan, until such time as a new servicing
agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements
applicable to the related Non-Serviced Mortgage Loan.


 


(i)          The
parties hereto recognize the respective rights and obligations of the “Initial Note Holders” and “Note Holders”
under the Co-Lender Agreements for such Non-Serviced Mortgage Loans, including with respect to the allocation of collections and
losses on or in respect of such Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and the making of payments
to the “Initial Note Holders” and “Note Holders” in accordance with each such Co-Lender Agreement and
the applicable Other Pooling and Servicing Agreement. Although each Non-Serviced Mortgage Loan is not serviced and administered
hereunder, the Master Servicer for each such Non-Serviced Mortgage Loan shall


 






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have
certain duties as set forth herein and shall constitute the “Master Servicer” hereunder with respect to each such
Non-Serviced Mortgage Loan.


 


If
there are at any time amounts due from the Trust, as holder of each Non-Serviced Mortgage Loan, to any party under the related
Co-Lender Agreement or the applicable Other Pooling and Servicing Agreement, the Master Servicer shall pay such amounts out of
the Collection Account. If the Master Servicer or the Special Servicer receives a request from a party to the applicable Other
Pooling and Servicing Agreement related to the Non-Serviced Mortgage Loans to consent to a modification, waiver or amendment of,
or other loan-level action related to, such Non-Serviced Mortgage Loan (and a modification, waiver or amendment of the applicable
Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement shall not be subject to the operation of this sentence
but shall instead be subject to the operation of the second succeeding sentence), then the Master Servicer shall promptly forward
any such request it receives to the Special Servicer and the Special Servicer shall promptly deliver a copy of such request it
receives (from the Master Servicer or directly from a party to the applicable Other Pooling and Servicing Agreement) to the Controlling
Class Representative (if no Control Termination Event has occurred and is continuing) and the Controlling Class Representative
shall exercise any right of consent; provided, however, that, if such Non-Serviced Mortgage Loan were serviced hereunder
and such action would not be permitted without Rating Agency Confirmation, then the Controlling Class Representative shall not
exercise such right of consent without first having received such Rating Agency Confirmation (payable at the expense of the party
requesting such approval, if a Certificateholder or a party to this Agreement, and otherwise from the Collection Account). If
a Responsible Officer of the Trustee receives actual notice of a termination event under the applicable Other Pooling and Servicing
Agreement, then the Trustee shall notify the Master Servicer, the Special Servicer and the Controlling Class Representative (in
writing), and the Master Servicer and the Special Servicer shall act in accordance with the instructions of (prior to the occurrence
of a Control Termination Event) the Controlling Class Representative in accordance with the applicable Other Pooling and Servicing
Agreement with respect to such termination event (provided that the Master Servicer and the Special Servicer shall only be required
to comply with such instructions if such instructions are in accordance with the applicable Other Pooling and Servicing Agreement
and not inconsistent with this Agreement); provided that, if such instructions are not provided within a reasonable time
period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Other Pooling and
Servicing Agreement) or if the Master Servicer is not permitted by the applicable Other Pooling and Servicing Agreement to follow
such instructions or if a Control Termination Event has occurred, then the Master Servicer shall take such action or inaction
(to the extent permitted by the applicable Other Pooling and Servicing Agreement), as directed in writing by the Holders of the
Certificates entitled to a majority of the Voting Rights (such direction communicated to the Master Servicer by the Certificate
Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the applicable
Other Pooling and Servicing Agreement. If the Trustee receives a written request from any party to the applicable Other Pooling
and Servicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Other Pooling and
Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to
and/or in replacement of the applicable Other Pooling and Servicing Agreement in effect as of the Closing Date or a change in
servicer under the applicable Other Pooling and Servicing Agreement, then the Trustee (if it shall have received a prior Rating


 






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Agency
Confirmation from each Rating Agency (at the expense of the party requesting such approval of the Trustee, if a Certificateholder
or a party to this Agreement and otherwise from the Collection Account) with respect to such consent or approval) shall grant
such consent or approval; provided that unless a Control Termination Event has occurred and is continuing, the Trustee
shall obtain the consent of the Controlling Class Representative prior to granting any such consent. The Trustee shall not take
any action and shall not be liable for failing to take any action except upon obtaining such consent and direction. During the
continuation of any termination event under the applicable Other Pooling and Servicing Agreement, each of the Trustee, the Master
Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the Master Servicer, Special Servicer or the Trustee in connection with such enforcement
shall be paid by the Master Servicer out of the Collection Account as a Servicing Advance. The Trustee and the Master Servicer
shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Other
Pooling and Servicing Agreement to the other such party, the Depositor and (prior to the occurrence of a Control Termination Event)
the Controlling Class Representative and, if such notice or communication is in the nature of a notice or communication that would
be required to be delivered to the Rating Agencies if the related Non-Serviced Mortgage Loan were a Mortgage Loan that is serviced
and administered under this Agreement, to the Depositor (who shall promptly post such notice to the Depositor’s website
in accordance with Section 11.13) and, in accordance with Section 11.13, the Rating Agencies. Any obligation of
the Master Servicer, if any, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the Certificateholders with respect to any Non-Serviced Mortgage Loan shall be dependent on its receipt
of the corresponding information and collections from an Other Master Servicer or an Other Special Servicer. Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Controlling Class
Representative or the Operating Advisor to facilitate the exercise by the Controlling Class Representative or the Operating Advisor,
as applicable, of any consent, approval or consultation rights set forth in this Section 3.01(i); provided, however,
the Trustee, the Certificate Administrator, the Master Servicer and Special Servicer shall have no right or obligation to exercise
any consent or consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)           With
respect to the Non-Serviced Mortgage Loans, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the applicable Other Pooling and Servicing Agreement, an Other Master Servicer is obligated to make “Property Advances”
and incur “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing Agreement)
with respect to each Non-Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share of any “Nonrecoverable
Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (each as defined
in the applicable Other Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration
of the Non-Serviced Mortgage Loans, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation
Fees” and


 






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“Workout
Fees” (each as defined in the applicable Other Pooling and Servicing Agreement) relating to the Non-Serviced Mortgage Loans;
and in the event that the funds received with respect to each Non-Serviced Whole Loan are insufficient to cover “Servicing
Advances” or “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing
Agreement), (i) the Master Servicer shall, promptly following notice from an Other Master Servicer, reimburse an Other Master
Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable (such reimbursement,
to the extent owed to an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, may be paid by the Master
Servicer to an Other Master Servicer, who shall pay such amounts to an Other Special Servicer, an Other Certificate Administrator
or an Other Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share
of any such “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (each as defined
in the applicable Other Pooling and Servicing Agreement), and (ii) if the applicable Other Pooling and Servicing Agreement permits
an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee to reimburse itself
from an Other Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that an Other Master
Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable, may do so and the
Master Servicer shall be required to, promptly following notice from an Other Master Servicer, reimburse an Other Trust out of
general funds in the Collection Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing
Advances” and/or “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing
Agreement) specifically related to the subject Non-Serviced Mortgage Loan; 


(ii)          each
of the parties to the applicable Other Pooling and Servicing Agreement shall be indemnified with respect to losses, costs and
expenses relating to a Non-Serviced Mortgage Loan as and to the same extent the applicable Other Trust is required to indemnify
each of such Persons in respect of other mortgage loans in an Other Trust pursuant to the terms of Other Pooling and Servicing
Agreement by the Trust to the extent of the Trust’s pro rata share of such Indemnified Items, and to the extent amounts
on deposit in the “Serviced Whole Loan Custodial Account” (as defined in the applicable Other Pooling and Servicing
Agreement) are insufficient for reimbursement of such amounts, the Master Servicer shall, promptly following notice from an Other
Master Servicer, reimburse each of such applicable Persons for the Trust’s pro rata share of the insufficiency out
of general funds in the Collection Account;


 


(iii)          in
the event of a conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement
shall prevail, provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take action or
omit to take action in accordance with the terms of the Co-Lender Agreement, that would cause the Master Servicer or the Special
Servicer to violate the Servicing Standard or REMIC Provisions; and


 


(iv)          the
Other Master Servicer, Other Special Servicer and Other Trust shall be third party beneficiaries of this Section 3.01(j).


 






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(k)          To
the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


 


Section
3.02     Liability of the Master Servicer. Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master
Servicer and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any
Person acting as Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing
and administering of the Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced Mortgage Loans)
and the Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or
liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person acting as
Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced
Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled to enter into an agreement with any Sub-Servicer
providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section
3.03     Collection of Certain Mortgage Loan Payments.


 


(a)          The
Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called
for under the terms and provisions of the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Companion
Loan it is obligated to service hereunder (including Special Servicing Fees, Workout Fees, Liquidation Fees (in the case of Specially
Serviced Loans only) and any other fees payable to the Master Servicer or the Special Servicer if and to the extent the related
Loan Documents require the related Mortgagor to pay such fees), and shall follow the Servicing Standard with respect to such collection
procedures. For clarification, no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts
to collect fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections
or other proceeds in accordance with Section 3.06(a) and 3.06A of this Agreement, whether or not such Special Servicing Fees,
Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the
Mortgage Loans (other than Non-Serviced Mortgage Loans) other than Specially Serviced Loans, and Special Servicer, with respect
to the Specially Serviced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other reporting
information from Mortgagors (as required under the related Loan Documents). Consistent with the foregoing, the Master Servicer
(with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans), as applicable,
may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with respect to any Mortgage
Loan or Companion Loan. In addition, the Master Servicer shall be entitled to take


 






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such actions with respect to the collection
of payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Section 3.03.


 


(b)          The
Certificate Administrator shall deliver to an Other Depositor, an Other Trustee, an Other Certificate Administrator, an Other
Special Servicer, an Other Master Servicer and an Other Operating Advisor (A) promptly following the Closing Date, or, as
applicable, upon receipt of notice by the Certificate Administrator of the Kaiser Center Companion Loan Securitization Date, written
notice in the form of Exhibit FF attached hereto stating that, as of the Closing Date, or, as applicable, as of the
Kaiser Center Companion Loan Securitization Date, the Trust is the holder of such Non-Serviced Mortgage Loan and directing each
such recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Co-Lender
Agreement and the applicable Other Pooling and Servicing Agreement (which notice shall also provide contact information for the
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated to exercise the rights
of the “Non-Controlling Note Holder” under each Co-Lender Agreement (to the extent the Certificate Administrator has
received notice of the relevant contact information)), accompanied by a statement that a copy of an executed version of this Agreement
is available upon request, and (B) notice of any subsequent change in the identity of the Master Servicer or the party designated
to exercise the rights of the “Non-Controlling Note Holder” under each Co-Lender Agreement (together with the relevant
contact information (to the extent the Certificate Administrator has received notice of such event and the relevant contact information)).
The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to each Non-Serviced Mortgage Loan, the Mortgaged Property related to each Non-Serviced Mortgage
Loan or any related REO Property.


 


(c)          With
respect to each Non-Serviced Mortgage Loan, if the Master Servicer does not receive from an Other Master Servicer any Monthly
Payment or other amounts known by the Master Servicer to be owing on each Non-Serviced Mortgage Loan in accordance with the terms
of the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall
provide notice of such failure to an Other Master Servicer, an Other Trustee and an Other Certificate Administrator.


 


Section 3.04          Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With
respect to each Mortgaged Property securing a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan,
the Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes,
assessments, ground rents and other similar items that are or may become a lien on the related Mortgaged Property and the status
of insurance premiums payable with respect thereto. From time to time, to the extent such payments are to be made from escrowed
funds, the Master Servicer shall (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect
payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each
case employing for such purpose Escrow


 






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Payments as allowed under the terms of the related Mortgage Loan (other than the Non-Serviced
Mortgage Loans) or Serviced Whole Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance
with the Servicing Standard that a Mortgagor (other than with respect to the Non-Serviced Mortgage Loans) has failed to make
any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before
the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance
unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard
elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will
be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with
respect to a Mortgage Loan (other than the Non-Serviced Mortgage Loans) notwithstanding that the Master Servicer or the Special
Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment
would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event
that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage
Loan, or would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the
payment is in the best interest of the Certificateholders and any related Companion Loan Holder(s) (as a collective whole as if
the Certificateholders and such Companion Loan Holder(s) constituted a single lender). If the Special Servicer makes such a determination,
it shall notify the Master Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred
by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of
calculating distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.


 


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain
one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall
be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into
each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration
or repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except
to the extent the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) and (subject
to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “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 2015-GC32, the Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made
by the Master Servicer only:


 






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(i)           to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Whole Loan, as applicable;


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Whole Loan, as applicable, and the Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced
Whole Loan, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In
the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the
Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)          To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of
a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or a Serviced Whole Loan, or (ii) any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to the terms of the Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or Serviced Whole Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to
require a physical inspection other than inspections described in Section 3.18 of this Agreement; provided
that all deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been
made) whether the related Mortgagor has failed to perform such obligations under the related Mortgage Loan or Serviced Whole Loan
as of the date required under the related Mortgage Loan or Serviced Whole Loan and report any such failure to the Special Servicer,
the Companion Loan Holders and, prior to the occurrence


 






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and continuance of a Consultation Termination Event, the Controlling Class Representative
within a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05          Collection
Account; Distribution Accounts and Excess Liquidation Proceeds Reserve Account.


 


(a)          The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. As and when required under this Agreement, the Master Servicer shall
transfer to the Collection Account any amounts to be transferred thereto from a Serviced Whole Loan Custodial Account as contemplated
by Section 3.06A(a)(i) of this Agreement. In addition, the Master Servicer shall deposit or cause to be deposited
in the Collection Account within two (2) Business Days following receipt of properly identified funds the following payments and
collections received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced
Whole Loan):


 


(i)           all
payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Mortgage Loans;


 


(iii)         all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in the Collection Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance
Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)         any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses,
(B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance
with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;
and


 


(vii)        any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer
or the Special Servicer, including pursuant to Section 2.03 of this Agreement.


 


The
foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees and defeasance fees need not be deposited in the Collection Account by the


 






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Master Servicer or the Special Servicer,
as applicable and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall
be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees
received with respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that
if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees,
assumption application fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to
Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer),
then it shall remit to the other party (i.e., the Special Servicer (if Master Servicer has received the excess percentage of such
fees) or the Master Servicer (if the Special Servicer has received the excess percentage of such fees), as applicable) the percentage
of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as
applicable. The Master Servicer and the Special Servicer shall not deposit any Penalty Charges and Modification Fees received
by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan into the Collection Account and
shall instead apply such fees in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer
deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to
the Certificate Administrator, the Trustee and the Special Servicer of the location and account number of the Collection Account
and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent change thereof.


 


Upon
receipt of any of the amounts described in clauses (i) through (vii) above with respect to a Mortgage Loan (other than any
Mortgage Loan related to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later than one (1) Business
Day after receipt, remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second
preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should
not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check
to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered
because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect
to an REO Property that relates to any Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan) shall initially
be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the
applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the
Collection Account, all in accordance with Section 3.16 of this Agreement.


 


(b)          The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account
in the name of the Certificate Administrator, in trust for the benefit of the Certificateholders. Each of the Distribution Accounts
shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each
Distribution Date, on or before such Distribution Date the Certificate Administrator shall be deemed to make or shall make the
withdrawals from the


 






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Lower-Tier Distribution Account, as set forth in Section 4.01 of this Agreement, shall be deemed
to make the deposits into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, as set forth in Section 4.01
hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed
in respect of the Certificates, pursuant to Section 4.01 hereof on such date. For so long as Wells Fargo Bank, National
Association is acting as the Certificate Administrator, all funds held in the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account shall remain uninvested.


 


(c)          The
Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained separate and apart from trust funds for mortgage pass-through certificates
of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator. For so long
as Wells Fargo Bank, National Association is acting as the Certificate Administrator, all funds held in the Excess Liquidation
Proceeds Reserve Account shall remain uninvested.


 


(d)          Upon
the disposition of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall
calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator
such amount for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve
Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized
Losses, as determined by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the
final Distribution Date, in each case after application in accordance with Section 4.01(d)(i) of this Agreement, shall
be distributed to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(e)          [Reserved].


 


(f)          The
Certificate Administrator shall establish and maintain the Exchangeable Distribution Account in its own name on behalf of the
Trustee, for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account. The Certificate Administrator shall make or
be deemed to have made deposits in and withdrawals from the Exchangeable Distribution Account in accordance with Article IV
of this Agreement.


 


(g)          Notwithstanding
anything to the contrary herein, each Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve
Account may all be sub-accounts of a single Eligible Account. For the avoidance of doubt, the Collection Account, the Lower-Tier
Distribution Account, the Excess Liquidation Proceeds Account and the Interest Reserve Account (including interest, if any, earned
on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, the Upper-Tier Distribution Account (including
interest, if any, earned on the investor of funds in such account) will be owned by the Upper-Tier REMIC and the Exchangeable
Distribution Account (including interest, if any,


 






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earned on the investment in such accounts) will be owned by the Grantor Trust
for the benefit of the Holders of Exchangeable Certificates, each for federal income tax purposes.


 


Section
3.05A.          Serviced Whole Loan Custodial Account.


 


(a)          The
Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may
be sub-accounts of a single account (with respect to each Serviced Whole Loan, the “Serviced Whole Loan Custodial Account”)
in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may
appear; provided that a Serviced Whole Loan Custodial Account may be a sub-account or established as a ledger entry account
of the Collection Account or another Serviced Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes
of applying the terms of this Agreement). Each of the Serviced Whole Loan Custodial Accounts shall be an Eligible Account or a
subaccount or a ledger entry account of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each
Serviced Whole Loan Custodial Account, within two Business Days following receipt (or, in the case of payments by the Master Servicer,
when otherwise required to be so deposited under this Agreement) of properly identified funds, the following payments and collections
received or made by it on or with respect to the Serviced Whole Loan:


 


(i)           all
payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the related Serviced Whole Loan;


 


(iii)         all
Yield Maintenance Charges on the related Serviced Whole Loan;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in such Serviced Whole Loan Custodial Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance
Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan;


 


(vi)         any
amounts received from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(vii)        any
other amounts required by the provisions of this Agreement to be deposited into such Serviced Whole Loan Custodial Account by
the Master Servicer or the Special Servicer, including any recovery of any Unliquidated Advances.


 


(b)          The
foregoing requirements for deposits in each Serviced Whole Loan Custodial Account shall be exclusive, it being understood and
agreed that, without limiting the


 






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generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees and defeasance fees need not be deposited in such Serviced Whole Loan Custodial Account by the
Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or
the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees and/or defeasance fees received with respect to the Serviced Whole Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary
Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees
to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e., the Special Servicer (if Master Servicer
has received the excess percentage of such fees) or the Master Servicer (if the Special Servicer has received the excess percentage
of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable). The Master Servicer and the Special Servicer shall not deposit any Penalty
Charges and Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced
Whole Loan into the related Serviced Whole Loan Custodial Account and shall instead apply such fees (except to the extent not
permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that
the Master Servicer deposits in a Serviced Whole Loan Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from such Serviced Whole Loan Custodial Account, any provision herein to the contrary notwithstanding.
The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders
and the Special Servicer of the location and account number of each Serviced Whole Loan Custodial Account and shall notify the
Certificate Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent
change thereof. Each Serviced Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such
segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other
accounts of the Master Servicer.


 


(c)          Upon
receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a Serviced
Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts
to the Master Servicer for deposit into the Serviced Whole Loan Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account
(or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter
remitted to the Master Servicer for deposit into the related Serviced Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.


 






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Section 3.06          Permitted
Withdrawals from the Collection Account.


 


(a)          The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance
with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           to
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c),
3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 


(ii)          to
pay or reimburse the Master Servicer or the Trustee, (A) for Advances made thereby with respect to Mortgage Loans that are
not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest Amounts
(provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any
related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause (ii)(A) being
limited to late collections of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation
Proceeds, REO Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property
respecting which such Advance was made, if applicable; provided that (x) prior to the time any Advance is reimbursed,
Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage
Loan pursuant to Section 3.14 of this Agreement, and (y) at the time any Advance (other than Workout Delayed Reimbursement
Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification
Fees collected on the related Mortgage Loan pursuant to Section 3.14 of this Agreement and, to the extent such Penalty
Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account, (B) for
Advances made thereby with respect to Mortgage Loans that are part of a Serviced Whole Loan and any related Advance Interest Amounts
(provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related
Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being
limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance
was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and
(vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been deemed
to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Whole Loan
or REO Property after a Final Recovery Determination to the extent not recovered from the related Serviced Whole Loan Custodial
Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage
Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any election in its sole


 






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discretion to defer reimbursement thereof pursuant to Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement
Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage
Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination
by the Master Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance,
in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO
Property that relates to a Serviced Whole Loan, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon
shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto, shall
be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)          to
pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect
to Mortgage Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of
the immediately preceding Interest Accrual Period, the Special Servicing Fee (if any) in respect of the immediately preceding
Interest Accrual Period, and any Special Servicing Compensation (if any) in respect of the immediately preceding Prepayment
Period, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and, in the case
of the Special Servicing Fee, from general collections, and to pay from time to time to the Master Servicer in accordance
with Section 3.07(b) of this Agreement any interest or investment income earned on funds deposited in the
Collection Account; provided, however, that in the case of any Mortgage Loan or REO Property related to a
Serviced Whole Loan, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii) only
from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property, which Net
Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of
the definition of “Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of the
related Serviced Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out
of the Collection Account pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation
has not been paid out of the related Serviced Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this
Agreement;


 


(iv)          in
accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general
collections on the Mortgage Loans and related REO Properties (including with respect to the Non-Serviced Mortgage Loans) for any
unreimbursed expense reasonably incurred by itself, the Trustee or the Special Servicer in connection with the enforcement of
a Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest
thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but
only to the extent that such expenses are not


 






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otherwise reimbursable, each such Person’s right to reimbursement pursuant
to this clause (iv) with respect to any Mortgage Loan being subject to the following: (A) if the Purchase Price is paid for such
Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents
such expense in accordance with clause (f) of the definition of Purchase Price and (B) if no Purchase Price is paid or if an amount
less than the Purchase Price is paid (so that the amounts described in the foregoing clause (A) are insufficient) and proceedings
are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable Mortgage
Loan Purchase Agreement, then such Person shall be entitled to reimbursement from the Trust following the conclusion of such enforcement
action;


 


(v)           to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust
Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e)
of this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of
this Agreement (provided that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed
pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));


 


(vi)          to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master
Servicer, the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the
Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate
Administrator Fees, unpaid Servicing Fees in respect of a Mortgage Loan (but only if the Mortgage Loan has been liquidated or
a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor
Fees, unpaid Operating Advisor Consulting Fees (but not with respect to Non-Serviced Mortgage Loans, and only to the extent such
Operating Advisor Consulting Fee is actually received from the related Mortgagor), unpaid CREFC® Intellectual Property
Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c),
Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a),
the third sentence of Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07 of this Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or
payment from the Trust Fund, in each case only to the extent expressly reimbursable or payable under such Section, it being acknowledged
that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that
set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided
that with respect to each Mortgage Loan that is part of a Serviced Whole Loan, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Whole Loan and, if not reimbursed pursuant
thereto, shall be paid from the Collection Account as provided in this clause (vi));


 






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(vii)         to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)        to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)          to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(x)           to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If
and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect
to a Serviced Whole Loan that represents a related Companion Loan’s allocable share of such cost, expense, indemnity, or
Property Advance or Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard
to collect such amounts out of collections on such Companion Loan (or, if and to the extent permitted under the related Co-Lender
Agreement, from the related Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Companion
Loan, the “Trust Reimbursement Amount No.1”) collected from or on behalf of the related Companion Loan Holder
into the Collection Account.


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to an Other Master Servicer, Other Special Servicer, an Other
Certificate Administrator or Other Trustee, as applicable, by the holders of each Non-Serviced Mortgage Loan pursuant to each
Co-Lender Agreement. In the absence of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated
by the preceding sentence.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any withdrawal from the Collection Account pursuant to subclauses (i)-(x) above.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts
permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer,
an officer of the Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may
be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the
Trustee or the Certificate Administrator, as the case may be, is entitled (unless such payment to the


 






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Special Servicer, the Operating
Advisor, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep
and maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a
loan by loan basis.


 


The
Master Servicer shall pay to, subject to Section 3.01(j)(i), an Other Master Servicer, an Other Special Servicer,
an Other Certificate Administrator or an Other Trustee, as applicable, from the Collection Account on each Master Servicer Remittance
Date amounts permitted to be paid to such Other Master Servicer, such Other Special Servicer, such Other Certificate Administrator
or such Other Trustee, as applicable, therefrom based upon an Officer’s Certificate received from such Other Master Servicer,
such Other Special Servicer, such Other Certificate Administrator or such Other Trustee, as applicable, as of the first Business
Day following the immediately preceding Determination Date, describing the item and amount to which such Other Master Servicer,
such Other Special Servicer, such Other Certificate Administrator or such Other Trustee, as applicable, is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein.


 


The
Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and
the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection
Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate
Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, Operating Advisor
Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)),
CREFC® Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®)
their respective expenses hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity
amounts and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement
(and to have such amounts paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer
or the Special Servicer, as applicable).


 


(b)          The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and
the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate Administrator in accordance with
Section 3.06(a)(i) of this Agreement except as provided in Section 3.05(b) and 3.05(c). If, as
of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to
in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement (including, without
limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent that a
Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master Servicer
by email sent to NoticeAdmin@midlandls.com (or such alternative email address


 






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provided by the Master Servicer to the Certificate
Administrator in writing) and by facsimile transmission sent to telecopy number (913) 253-9001 (or such alternative number
provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00
p.m., New York City time, on such day; provided, however, that the Master Servicer will pay the Certificate Administrator
interest on such late payment at the Prime Rate from and including the applicable required remittance date to, but not including,
the date until such late payment is received by the Certificate Administrator.


 


Section
3.06A.          Permitted Withdrawals from the Serviced Whole Loan Custodial
Account.


 


(a)          The
Master Servicer may make withdrawals from the Serviced Whole Loan Custodial Account for each Serviced Whole Loan only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty
Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           after
the Determination Date, and (1) on or prior to the Business Day immediately preceding the Master Servicer Remittance Date,
in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any
REO Property related to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month),
to transfer to the Collection Account all amounts on deposit in the Serviced Whole Loan Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including
any applicable Trust Reimbursement Amount, and (2) on the Business Day immediately following the Determination Date in each calendar
month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related
to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar
month), to remit to each related Companion Loan Holder all amounts on deposit in the Serviced Whole Loan Custodial Account payable
to such Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Companion Loan (or any successor
REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee for Advances made thereby with respect to such Serviced
Whole Loan and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Companion Loan
Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation Proceeds, REO Proceeds,
Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO Property;
provided, however, that if such Advance has become a Workout-


 






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Delayed Reimbursement Amount (but not a Nonrecoverable Advance),
then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as
the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on
or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Companion Loan (or any successor
REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan
(or a successor REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed or
paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Companion Loan
Holder with respect to a related Companion Loan (or any successor REO Companion Loan);


 


(iii)          to
pay on or before each Master Servicer Remittance Date (1) to the Master Servicer as compensation, the aggregate unpaid Servicing
Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls)
in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage Loan
or Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) any interest or investment income earned on funds deposited in such Serviced Whole Loan Custodial Account and (2) to the Special
Servicer as compensation, any Special Servicing Compensation and additional servicing compensation payable with respect to such
Serviced Whole Loan; provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Companion Loan Holder with respect to a related Companion Loan (or any successor REO Companion Loan), and
no Servicing Fees or Special Servicing Compensation earned with respect to a related Companion Loan (or any successor REO Companion
Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the
related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended
to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid
Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Companion Loan from the related Companion
Loan Holder);


 


(iv)          to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)           to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the
second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 3.29(k),


 






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Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07, or any other provision of this Agreement pursuant to which such Person
is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable or payable
under such Section and to the extent related to such Serviced Whole Loan and not related to amounts which are solely expenses
of the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation
of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed to modify the substance
of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons
is or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement to the Operating Advisor,
or payment of Trustee/Certificate Administrator Fees, or payment or reimbursement of costs and expenses associated with obtaining
a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the related
Companion Loan Holder with respect to a related Companion Loan (or successor REO Companion Loan), and no payment or reimbursement
of costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO
Mortgage Loan);


 


(vi)          to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Serviced Whole Loan Custodial
Account as are contemplated by the related Co-Lender Agreement and, to the extent consistent with the related Co-Lender Agreement,
Section 3.14 of this Agreement;


 


(vii)         to
withdraw any amount deposited into such Serviced Whole Loan Custodial Account that was not required to be deposited therein;


 


(viii)        if
the related Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and
Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Companion Loan
(or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made
solely out of payments and other collections on such Companion Loan (or REO Companion Loan); or


 


(ix)          to
clear and terminate such Serviced Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion
Loan basis, for the purpose of justifying any withdrawal from each Serviced Whole Loan Custodial Account pursuant to subclauses (i)
- (ix) above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant
to any clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon
with respect to a Serviced Whole Loan out of monies allocable to the related Mortgage Loan (or any


 






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successor REO Mortgage Loan)
to an extent that the Trust has borne some or all of a related Companion Loan’s allocable share of such cost, expense, indemnity,
or Property Advance or Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard
to collect such amounts disproportionately borne by the Trust out of collections on such Companion Loan (or, if and to the extent
permitted under the related Co-Lender Agreement, from the related Companion Loan Holder) and deposit all such amounts (collectively,
with respect to such Companion Loan, the “Trust Reimbursement Amount No. 2” and, together with Trust Reimbursement
Amount No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Companion Loan Holder
into the Collection Account.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing
Agreement, as applicable, from the applicable Serviced Whole Loan Custodial Account, amounts permitted to be paid thereto from
such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor,
a Responsible Officer of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, describing the item and amount to which the Special Servicer (or such third party
contractor), the Operating Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case
a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal from each Serviced Whole Loan Custodial Account,
on a loan-by-loan basis.


 


The
Trustee, the Depositor, the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in a Serviced Whole Loan Custodial Account from
time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation,
Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity
amounts and expenses are to be reimbursed or paid from amounts on deposit in such Serviced Whole Loan Custodial Account pursuant
to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any
invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fee nor
the Operating Advisor Fee shall be paid from funds on deposit in a Serviced Whole Loan Custodial Account.


 


After
the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to the applicable Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not


 






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available for any earlier transfer to the Collection Account in such calendar month),
the Master Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Serviced Whole Loan Custodial
Account payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor
REO Mortgage Loan), including any applicable Trust Reimbursement Amount; and on the date specified in the related Co-Lender Agreement
(or if no date is specified, on the Business Day immediately following the Determination Date) in each calendar month (and also
on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar
month), the Master Servicer shall remit to the related Companion Loan Holder all amounts on deposit in a Serviced Whole Loan Custodial
Account payable to such Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the
required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution
Account on such Master Servicer Remittance Date.


 


Section 3.07          Investment
of Funds in the Collection Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation
Proceeds Reserve Account and Other Accounts.


 


(a)          The
Master Servicer, or with respect to any REO Account, the Special Servicer, or, with respect to each Distribution Account, the
Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (the foregoing accounts, the “Certificate
Administrator Accounts”), the Certificate Administrator, may direct any depository institution maintaining the Collection
Account, any Serviced Whole Loan Custodial Account, any Mortgagor Accounts (subject to the second succeeding sentence), the Certificate
Administrator Accounts and the REO Accounts (each of the Collection Account, any Serviced Whole Loan Custodial Account, any REO
Account, any Mortgagor Account and any Certificate Administrator Account, for purposes of this Section 3.07, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or
are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which
such funds are required to be withdrawn from such Investment Account pursuant to this Agreement; provided that any amounts
invested by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator or its
Affiliates shall mature on or prior to the Distribution Date in time to be available to make timely distributions to Certificateholders.
Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall be in writing
and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby
or is payable on demand. In the case of any Reserve Account, Escrow Account or Lock-Box Account (the “Mortgagor Accounts”),
the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is
required to do so under the terms of the respective Mortgage Loan (or Serviced Whole Loan) or related documents, provided
that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this
Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds
in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable


 






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on demand.
Any investment of funds in an Investment Account shall be made in the name of the Certificate Administrator (on behalf of the
Trustee for the benefit of the Certificateholders) or in the name of a nominee of the Certificate Administrator. The Certificate
Administrator shall have sole control (except with respect to investment direction which shall be in the control of the Master
Servicer (or the Special Servicer, with respect to any REO Accounts or the Certificate Administrator with respect to the Certificate
Administrator Accounts) as an independent contractor to the Trust Fund) over each such investment and any certificate
or other instrument evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which
shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment
to the Certificate Administrator or its nominee. The Certificate Administrator shall have no responsibility or liability with
respect to the investment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with
respect to the investment direction of the Certificate Administrator, the Special Servicer, any Mortgagor or Manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability
with respect to the investment direction of the Certificate Administrator, the Master Servicer, any Mortgagor or any property
manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in
an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special
Servicer in the case of REO Accounts, or the Certificate Administrator, in the case of the Certificate Administrator Accounts),
shall: (x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day
such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder
promptly upon determination by the Master Servicer (or the Special Servicer in the case of REO Accounts) that such Permitted
Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account.


 


(b)          All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor, (ii) any REO Account, which
shall be for the benefit of the Special Servicer or (iii) the Certificate Administrator Accounts, which shall be for the
benefit of the Certificate Administrator and, if held in the Collection Account or REO Account shall be subject to withdrawal
by the Master Servicer or the Special Servicer, as applicable, in accordance with Section 3.06 or Section 3.16(b) of this Agreement, as applicable. The Master Servicer (or with respect to any REO Account, the Special Servicer and with respect
to the Certificate Administrator Accounts, the Certificate Administrator) shall deposit from its own funds into any applicable
Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of
such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its power under the
related Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the Certificate
Administrator, Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes
any investment income in such Investment


 






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Account otherwise payable to it. The Master Servicer shall also deposit from its own
funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that
amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Whole Loan) or applicable
law, provided that, notwithstanding the foregoing, none of the Master Servicer, the Special Servicer or the Certificate
Administrator (in their respective capacities as Master Servicer, Special Servicer and Certificate Administrator, respectively) shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company is not the Person or an Affiliate of the Person maintaining such account
hereunder and satisfied the qualifications set forth in the definition of Eligible Account both (1) at the time such investment
was made and (2) as of the date that is 30 days prior to the insolvency.


 


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does
not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08          Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to
cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than the Non-Serviced Mortgage Loans)
and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available
at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of
the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan
and the Serviced Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of the
application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided
such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of
rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the


 






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Serviced Companion
Loan. Subject to Section 3.16 of this Agreement, the Special Servicer, in accordance with the Servicing Standard and
to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing
Standard), shall cause to be maintained for each REO Property no less insurance coverage than was previously required of
the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor to maintain
insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the Master Servicer
may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing
Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents
so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified
Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and
if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering
such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any
such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts
to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection
Account pursuant to Section 3.05 of this Agreement or the Serviced Whole Loan Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section
3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining
any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed
that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below
is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related
Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property (other than an REO Property and other than with respect to the Non-Serviced Mortgage
Loans) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the
Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan or Serviced Whole
Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to
the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Companion Loan and (ii) the
maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available
for the related property under the national flood insurance program (assuming that the area in which such property is located
is participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Mortgage Loan (other than
the Non-Serviced Mortgage Loans) or Serviced Whole Loan pursuant to which earthquake insurance is required to be maintained pursuant
to the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall use efforts consistent with the Servicing
Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject
to the 


 






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provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available
at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage
Loan or Serviced Whole Loan or, if not specified, in-place at origination. If an REO Property (i) is located in a federally
designated special flood hazard area or (ii) is related to a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or
Serviced Whole Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard
and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof
providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer
or the Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master
Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master
Servicer (or the Special Servicer, with respect to REO Mortgage Loans) agrees to prepare and present, on behalf of itself, the
Trustee and the Certificateholders and the Companion Loan Holders, claims under each related insurance policy maintained by it
pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained
by the Master Servicer or the Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer,
on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified
Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating
who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer
shall not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such
insurance is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided,
however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake
or environmental insurance policy required under the related Loan Documents if the originator of the Mortgage Loan or Serviced
Whole Loan waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause the Mortgagor
to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property, the Special
Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental insurance
on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available at commercially
reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor to maintain
such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard to
cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require,
subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability of insurance
at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent
consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants in making such determination
and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made 


 






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more frequently than
annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer, as applicable,
receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding
the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a
Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does
not contain any carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with
the Servicing Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during
the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under
this paragraph.


 


(b)          (i)  If
the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than with respect to the Mortgaged Properties that
secure the Non-Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related
Mortgage Loan or, if applicable, related Serviced Whole Loan (other than any Mortgagor that is required under the related Loan
Documents to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or
the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO
Properties (other than REO Properties acquired in respect of any Non-Serviced Mortgage Loan), as required under this Agreement,
as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a)
of this Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event
that (i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been
covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Serviced
Whole Loan Custodial Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan
or Serviced Whole Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with
the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable,
the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and
Certificateholder and any related Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion
in accordance with the terms of such policy 


 






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and to take such reasonable steps as are necessary to receive payment or permit recovery
thereunder.


 


(ii)          If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than with respect to the Mortgaged Properties
that secures the respective Non-Serviced Mortgage Loans) or the Special Servicer causes any REO Property (other than an REO Property
acquired in respect of each Non-Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy
shall be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property
than the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer
or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain
insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a),
and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained,
immediately deposit into the Collection Account or, if applicable, related Serviced Whole Loan Custodial Account from its own
funds the amount not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Mortgage Loan and/or related Companion Loan(s) related thereto, or, in
the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)         In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the
Master Servicer or the Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The
Master Servicer and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing
Standard and in such amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each
shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and,
by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as
applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement
a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection
with its obligations to service the Mortgage Loans and the Serviced Companion Loan hereunder in such form as is consistent with
the Servicing Standard 


 






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and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long
as the long-term unsecured debt or long-term deposits rating of the Master Servicer (or its corporate parent) or the Special Servicer
(or its corporate parent) is no lower than “A-” as rated by Fitch, “A3” as rated by Moody’s and
no lower than the equivalent of such Moody’s rating by KBRA (if then rated by KBRA) the Master Servicer or the Special Servicer
may self-insure for the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause
each and every Sub-Servicer for it to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan
or Serviced Whole Loan on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy
the requirements for the fidelity bond and the errors and omissions policy to be maintained by the Master Servicer to comply with
the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.08(c)
shall be issued by a Qualified Insurer.


 


Section 3.09          Enforcement
of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon
receipt of any request of a consent or waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer,
with respect to the non-Specially Serviced Loans and the Special Servicer with respect to Specially Serviced Loans shall process
such waiver request. With respect to non-Specially Serviced Loans, the Master Servicer shall review the proposed transaction and,
whether or not it determines that approval of the transaction is favorable, make and submit its written recommendation and analysis
to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled to approve or disapprove
the transaction. The Master Servicer (as to non-Specially Serviced Loans) or the Special Servicer (as to Specially Serviced Loans),
as applicable, shall close the related transaction, pursuant to the process described below in this Section 3.09(a), subject
to the consent of the Special Servicer and the consultation and/or consent rights (if any) of the Controlling Class Representative
or the consultation and/or consent rights (if any) of any related Serviced Companion Loan Holder (or its Companion Loan Holder
Representative) as provided in this Section 3.09(a) and as otherwise provided in the related Co-Lender Agreement and this
Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and 3.28; provided,
however, that neither the Master Servicer nor the Special Servicer, as applicable, shall enter into any such agreement
to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions
or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes at any time that any Certificate is
outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. With respect to (i) non-Specially Serviced Loans, the Master Servicer (subject to the Special Servicer’s
consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing
Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce
the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and
on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a consent
or waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer (with the written consent of the Special
Servicer, which consent shall be deemed given if not denied within 15 Business Days 


 






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(or such other time as required by the related
Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for
review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written
recommendation and analysis of the Master Servicer for such action and any additional information reasonably available to the
Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation and analysis
and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer)
or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions
or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written
consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable, has
made any such determination to waive enforcement of a due-on-sale or due-on-encumbrance provision, the Special Servicer or the
Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement
and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer’s Certificate setting
forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s
Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to
an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is
no material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect
to all Mortgage Loans and Serviced Whole Loans, the Special Servicer shall, prior to consenting to a proposed action of the Master
Servicer pursuant to this Section, and prior to itself taking such an action, obtain the written consent of the Controlling Class Representative
(except in the case of the Kaiser Center Whole Loan and unless a Control Termination Event has occurred and is continuing) or
the Kaiser Center Companion Loan Holder (or its representative) (in the case of the Kaiser Center Whole Loan), which consent shall
be deemed given ten (10) Business Days after receipt (unless earlier objected to) by the Controlling Class Representative
or the Kaiser Center Companion Loan Holder (or its representative), as applicable, of the written recommendation and analysis
of the Master Servicer or Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative
or the Kaiser Center Companion Loan Holder (or its representative), as applicable, may reasonably request for the analysis of
such request, which recommendation and analysis and information may be delivered in an electronic format reasonably acceptable
to Controlling Class Representative or the Kaiser Center Companion Loan Holder (or its representative), as applicable, and
the Master Servicer or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer,
as applicable, may waive the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless
(1) the Special Servicer or the Master Servicer, as applicable, shall have received a prior written Rating Agency Confirmation
with respect to such action or (2) the related Mortgage Loan (including a Mortgage Loan related to a Serviced Whole Loan)
(A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal
balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any
existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan or Serviced Whole Loan, as applicable, and the principal
amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any cross-


 






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collateralized
group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation
will be required if such Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor
the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless the Master Servicer or the Special Servicer, as applicable, shall have received a prior written received a Rating
Agency Confirmation with respect to such action unless the related Mortgage Loan (including a Mortgage Loan related to a Serviced
Whole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has
a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering
any cross-collateralized group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating
Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). For the purposes of
this Agreement, due on sale provisions shall include, without limitation, any rights arising out of sales or transfers of Mortgaged
Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor
or its owner, to the extent prohibited under the related Loan Documents, and due on encumbrance provisions shall include, without
limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred
equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. With respect to each Companion
Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer,
as applicable, first consults with (i) other than in the case of the Kaiser Center Whole Loan, the related Companion Loan Holder
or its Companion Loan Holder Representative (if and to the extent required under the applicable Co-Lender Agreement) and (ii)
in the case of the Kaiser Center Whole Loan, the Controlling Class Representative (unless a Consultation Termination Event has
occurred and is continuing).


 


The
Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans)
shall notify in writing the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and, subject to Section 11.13 of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the
related Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)
and shall forward thereto a copy of such agreement.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a),
the Special Servicer or the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance
with Section 11.13 of this Agreement.


 


Further,
subject to the terms of the related Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable,
shall use reasonable efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising
from seeking a Rating Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor
after the use of such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer
as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 






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To
the extent not prohibited by the applicable Loan Documents and applicable law, the Special Servicer or the Master Servicer, as
applicable, may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a);
provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant
to the terms of this Agreement.


 


(b)          Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any
lien or other encumbrance with respect to such Mortgaged Property.


 


(c)          In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into
pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any
Mortgage Loan or Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)          With
respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan which permits release of Mortgaged
Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)           Subject
to the consent rights and process set forth in Section 6.09 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees allocable to and payable
to the Special Servicer in connection with a defeasance to which the Special Servicer is entitled to under this Agreement, with
it being acknowledged that such an entitlement to Modification Fees or waiver fees shall arise only in connection with the following
(collectively, “Material Defeasance Provisions”): (A) a waiver of a Mortgage Loan event of default (but excluding
non-monetary events of default other than defaults relating to transfers of interest in the Mortgagor or the existing collateral
or material modifications of the existing collateral), (B) a modification of the type of defeasance collateral required under
the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United
States of America would be permitted, or (C) a modification that would permit a Principal Prepayment instead of defeasance if
the related Mortgage Loan documents do not otherwise permit such Principal Prepayment).


 


(ii)          In
the event such Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant
to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the Loan
Documents),


 






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purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced
Whole Loan and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same
on behalf of the Trust Fund and, if applicable, the related Companion Loan Holder; provided that, subject to the related
Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable
as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the
foregoing, with respect to certain Mortgage Loans originated or acquired by SMF and Five Mile that are subject to defeasance,
each of SMF and Five Mile, as applicable, has retained on behalf of itself or its Affiliate the right to establish or designate
the successor borrower and to purchase or cause to be purchased the related defeasance collateral (“Loan Seller Defeasance
Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan that provides for Loan Seller Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer
shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to SMF or Five
Mile, as applicable, in the case of the Mortgage Loans for which SMF or Five Mile, as applicable, is the related Mortgage Loan
Seller.


 


(iii)          The
Master Servicer shall require, to the extent the Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion
of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) to the
effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and
the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in
form and substance acceptable to the Master Servicer.


 


(iv)          The
Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which
shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified
public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements
of the related Loan Agreement or Mortgage.


 


(v)          To
the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer
has delivered a defeasance certificate to each Rating Agency substantially in the form of Exhibit DD to this Agreement
for any Mortgage Loan that, at the time of such defeasance, is (x) not one of


 






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the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that
represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)         If
the Mortgage Loan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)        To
the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event that
the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)       In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)          The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either
Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited
to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”
as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding
any other provision of this Section 3.09, but subject to Section 3.24, without any other approval or consent,
the Master Servicer (for Mortgage Loans and Serviced Whole Loans but not Specially Serviced Loans) or the Special Servicer (for
Specially Serviced Loans) may grant and process a Mortgagor’s request for consent to subject the related Mortgaged
Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another
purpose and may consent to subordination of the related Mortgage Loan or Serviced Whole Loan to such easement, right of 


 






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way
or similar agreement; provided that the Master Servicer or Special Servicer, as applicable, (a) shall have determined
in accordance with the Servicing Standard that such easement, right of way or similar agreement will not materially and adversely
affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (b) shall
have determined that such easement, right of way or similar agreement will not cause either Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion
of Counsel in making any such determination under clause (b) above.


 


Section 3.10          Appraisal
Reductions; Realization Upon Defaulted Mortgage Loans.


 


(a)          Promptly
upon the occurrence of an Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal,
the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance);
provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged
Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines
in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage
Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates
to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced
Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder.


 


The
Certificate Principal Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity
of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event) as of any
date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution
Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate
Principal Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority:
first, to the Class H Certificates, second, to the Class G Certificates; third, to the Class F
Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the
Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata
based on their respective percentage interests therein); seventh, 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); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the
Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata
to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates,
(iv) Class A-4 Certificates, and (v) Class A-AB Certificates, based on their respective Certificate Principal
Amounts (provided in each case that no Certificate Principal Amount in respect of any such Class may be notionally reduced
below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates
or the Controlling Class, as well as


 






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the occurrence of a Control Termination Event, the appraised value of the related Mortgaged
Property shall be determined on an “as-is” basis.


 


The
Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any
such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly notify in writing
holders of each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount.


 


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


 


The
Holders of Certificates representing the majority of the Certificate Principal Amount of any Class of Certificates that is
or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as
a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the
Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any
Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”).
The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser in accordance
with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with the Servicing
Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s
Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the
determination of such Appraisal Reduction Amount.


 


An
Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days
following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide
written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator
within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then
the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest
of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal
within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the
Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining
the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is
no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised
by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation
results in the reinstatement of the Appraised-Out Class as the Controlling Class.


 


In
addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Amount of any Appraised-Out
Class shall have the right, at their sole


 






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expense, to require the Special Servicer to order an additional Appraisal of any
Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged
Property or Mortgaged Properties that would have a material effect on its Appraised Value, and the Special Servicer shall use
its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance
with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer
determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged
Properties have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged
Properties.


 


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


 


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


 


(b)          In
connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with
Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property
Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a
Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate)
made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject
to Section 3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance
with the laws of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency
judgment against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment
after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely
recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of


 






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pursuing
the deficiency judgment and such determination is evidenced by an Officers’ Certificate delivered to the Trustee, the Certificate
Administrator, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event) and any Companion Loan Holder.


 


In
the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be issued to the Trustee, to a co-trustee or to its nominee (which shall not include the Master Servicer but may
be a single member limited liability company owned by the Trust and managed by the Special Servicer) or a separate trustee
or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates
and, if applicable, and the related Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan or Serviced Whole Loan, the related Mortgage Loan shall (except for purposes of Section 9.01)
be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the
Trust Fund and shall be reduced only by collections net of expenses.


 


(c)          Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)           such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of
Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)          Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trust Fund or, if applicable, the related Companion Loan Holder, obtain title to any direct or indirect partnership or membership
interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will not
cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a
REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust at any time that any Certificate
is outstanding.


 


(e)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if
applicable, the related Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed in
lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or


 






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membership interest in any Mortgagor pledged
pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession
of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee,
the Certificate Administrator or the Trust Fund, without their consent, or the Certificateholders or, if applicable, the related
Companion Loan Holders, would be considered to hold title to, or be a mortgagee-in-possession of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person
who regularly conducts environmental audits, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Trust Fund and any related Companion Loan Holder (as a collective whole)
to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)         there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and
any related Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, the related Companion Loan
Holder(s) constituted a single lender to take such actions with respect to the affected Mortgaged Property as could be required
by such law or regulation. In the event that the environmental assessment first obtained by the Special Servicer with respect
to a Mortgaged Property indicates that such Mortgaged Property may not be in compliance with applicable environmental laws or
that Hazardous Materials may be present but does not definitively establish such fact, the Special Servicer shall cause such further
environmental tests to be conducted by an Independent Person who regularly conducts such tests as the Special Servicer shall deem
prudent to protect the interests of Certificateholders and any related Companion Loan Holder. Any such tests shall be deemed part
of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In
the event that the Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related
Companion Loan Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the
Trust Fund and any related Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)          The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months
of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for
purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent
with the Servicing Standard and, if applicable, any secured


 






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creditor impaired property policy issued on or prior to the Closing
Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions
(as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall
advance the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance with the
Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust
Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of
Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06
of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall
be provided to the Certificateholder of any Regular Certificates and any related Companion Loan Holder upon written request to
the Special Servicer.


 


(g)          If
the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is
not in compliance with applicable environmental laws but that it is in the best economic interest of the Trust Fund and any related
Companion Loan Holder, as a collective whole as if the Trust Fund and any related Companion Holder constituted a single lender,
to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines
pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous
Materials are present but that it is in the best economic interest of the Trust Fund and any related Companion Loan Holder, as
a collective whole as if the Trust Fund and any related Companion Holder constituted a single lender, to take such action with
respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by
law or regulation, the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund
and any related Companion Loan Holder, as a collective whole as if the Trust Fund and any related Companion Holder constituted
a single lender. The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the
Collection Account.


 


(h)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall
report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master
Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the
Certificate Administrator and, if affected, to any related Companion Loan Holder.


 


Section 3.11     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced
Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed
in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the
Certificate Administrator and the Custodian and, if affected, the related Companion Loan Holder by delivery of a certification
(which


 






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certification shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have
been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From
time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release,
the Certificate Administrator shall promptly cause the Custodian to release the Mortgage File (or any portion thereof) designated
in such Request for Release to the Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the
Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt
by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced
Whole Loan was liquidated and that all amounts received or to be received in connection with such liquidation which are required
to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become
an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer,
as applicable.


 


Within
three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver
to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer,
its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced
Whole Loan, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise
available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by
the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination
of such a lien upon completion of the foreclosure or trustee’s sale.


 


If
from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement related
to the Non-Serviced Mortgage Loans, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Serviced
Mortgage Loan, an Other Master Servicer, an Other Special Servicer or other similar party requests delivery to it of the original
Note for such Non-Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C
attached hereto to the Custodian. Upon receipt of a Request for Release, the Custodian shall release or cause the release of such
original Note to the requesting party or its designee. In connection with the release of the original Note for each Non-Serviced
Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence
the holding by an Other Master Servicer, an Other Special Servicer or such other similar party, as the case may be, of such original
Note as custodian on behalf of and for the benefit of the Trustee. For the avoidance of doubt, the Custodian may rely on only
the Request for Release as


 






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evidence that the original Note will be held by the applicable party on behalf of and for the benefit
of the Trustee.


 


Section 3.12          Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage
Loan (including the Non-Serviced Mortgage Loans) and each Companion Loan and REO Companion Loan that is included as part of a
Serviced Whole Loan and each Collection Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection
Account and/or, in the case of a Serviced Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as
set forth in Section 3.06(a)(iii) and Section 3.06(a)(vi) and/or Section 3.06A of this Agreement,
as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation, (i) 100%
of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Loan
(other than the Non-Serviced Mortgage Loans) agreed to by the Master Servicer pursuant to Section 3.24 of this Agreement
that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect to a modification,
waiver, extension or amendment of a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) consented to by Special
Servicer pursuant to Section 3.24 of this Agreement, (iii) 100% of any defeasance fee actually paid by a Mortgagor
in connection with a defeasance of a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan as contemplated
under Section 3.09 of this Agreement (provided that for the avoidance of doubt, any such defeasance fee shall
not include any Modification Fees or waiver fees allocable to and payable to the Special Servicer in connection with a defeasance
to which the Special Servicer is entitled to under this Agreement, with it being acknowledged that such entitlement to Modification
Fees or waiver fees shall arise only in connection with the Material Defeasance Provisions), (iv) 100% of any Assumption
Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans) consented to by the Master Servicer
that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a non-Specially
Serviced Loan (other than the Non-Serviced Mortgage Loans) consented to by the Special Servicer, (vi) the aggregate Prepayment
Interest Excess, but only to the extent such amount is not required to be included in any Compensating Interest Payment, in each
case to the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.04(d) of this Agreement, (vii) 100% of Ancillary Fees (other than fees for insufficient or returned checks) and assumption
application fees actually received from Mortgagors on non-Specially Serviced Loans (other than the Non-Serviced Mortgage
Loans), (viii) 100% of Consent Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage Loans)
that did not require the approval of the Special Servicer, (ix) 50% of any Consent Fees with respect to a non-Specially Serviced
Loan (other than the Non-Serviced Mortgage Loans) consented to by the Special Servicer, (x) 100% of Excess Penalty Charges
paid by the Mortgagors with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) other than Excess Penalty
Charges accrued during the period such Mortgage Loan is a Specially Serviced Loan and (xi) 100% of fees for insufficient
or returned checks actually received from Mortgagors on all Mortgage Loans (in the case of the Non-Serviced Mortgage Loans, only
to the extent actually remitted by an Other Master Servicer); provided, however, that the Master Servicer shall
not be entitled to apply or


 






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retain any amounts described in clauses (i) through (v) above as additional compensation with
respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with respect to which a default or event of default
thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been waived
in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance
Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both
(x) due with respect to such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) in the case of expense items
that arose within the last 12 months have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent
provided for in Sections 3.06(a)(iii), Section 3.06(A) and 3.07(b), to withdraw from the Collection
Account and the Serviced Whole Loan Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not payable to
the related Mortgagor under a Mortgage Loan or Serviced Whole Loan or applicable law) any interest or other income earned on deposits
therein. Interest or other income earned on funds in the Collection Account, Serviced Whole Loan Custodial Account and Mortgagor
Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master Servicer as additional servicing
compensation and interest or other income earned on funds in any REO Account shall be payable to the Special Servicer.


 


Midland
Loan Services, a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall
be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in
whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than
a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer,
sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the
prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of
PNC Bank, National Association and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Certificate
Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess
Servicing Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association
and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in
connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders,
the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer, the Operating Advisor, the Certificate Registrar and the Special Servicer against any liability that may
result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of


 






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this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right in
any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to
time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master
Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan
or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within
one (1) Business Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment
instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not
have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Certificate Registrar, the Operating Advisor, the Depositor, the Special Servicer, the Trustee or the Custodian
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


Except
as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any Sub-Servicers retained by it.


 


Notwithstanding
anything herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related
Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced
Companion Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
This paragraph is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement
to seek payment of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Companion Loan Holder.


 


(b)          As
compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled, with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the
Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)          As
compensation for its activities hereunder, the Special Servicer shall be entitled, with respect to each Specially Serviced Loan
(including each Companion Loan that is included as part of each Serviced Whole Loan) and each Interest Accrual Period, to the
Special


 






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Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced
Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth in Section 3.06(a) and
Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this
Agreement. The Special Servicer shall not be entitled to any Special Servicing Fee with respect to any Non-Serviced Mortgage Loan.
In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation, (i) 50% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a non-Specially Serviced Loan (other than
the Non-Serviced Mortgage Loans) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement,
(ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced
Loan (other than the Non-Serviced Mortgage Loans) consented to by the Special Servicer pursuant to Section 3.24 of
this Agreement, (iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan (other than the Non-Serviced
Mortgage Loans), (iv) 50% of any Assumption Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced
Mortgage Loans) consented to by the Special Servicer, (v) 100% of Ancillary Fees (other than fees for insufficient or returned
checks) and assumption application fees actually received from Mortgagors on Specially Serviced Loans (other than the Non-Serviced
Mortgage Loans), (vi) 100% of Consent Fees with respect to a Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans), (vii) 50% of any Consent Fees with respect to a non-Specially Serviced Loan (other than the Non-Serviced Mortgage
Loans) consented to by the Special Servicer, (viii) 100% of Excess Penalty Charges paid by the Mortgagors with respect to
any Mortgage Loan (other than the Non-Serviced Mortgage Loans) accrued during the period such Mortgage Loan is a Specially Serviced
Loan, and (ix) any interest or other income earned on deposits in the REO Accounts for any REO Loan (other than the Non-Serviced
Mortgage Loans) for which it is the Special Servicer.


 


Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder.


 


The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each
Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected
Mortgage Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to any Non-Serviced Mortgage Loan. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to
receive any and all Workout Fees payable in respect of Mortgage Loans or Serviced Whole Loans that became Corrected Mortgage Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if any such Mortgage Loan
or Serviced Whole Loan subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in
respect of any Mortgage Loan or Serviced Whole Loan that was, at the time of that termination or resignation, a Specially Serviced
Loan for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring
or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special
Servicer resigned or was terminated


 






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become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time
to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the
Mortgagor making such three consecutive timely Monthly Payments. In either case, the successor special servicer will not be entitled
to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the form
of a Liquidation Fee (other than with respect to the Non-Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior
to the deposit of the Net Liquidation Proceeds in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable.
However, no Liquidation Fee will be payable in connection with, or out of, Liquidation Proceeds as set forth in the final two
provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to any specific collections
or proceeds on any Mortgage Loan or Serviced Whole Loan. For purposes of the foregoing provisions of this Section 3.12(c),
a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute
a termination without cause.


 


If
at any time a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable
efforts to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant
to the related Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance
with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection efforts
and the Realized Loss that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that
would be incurred as a result of not collecting such amounts from the related Mortgagor.


 


Notwithstanding
anything herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect
to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to
the related Companion Loan, and in no event shall Special Servicing Compensation with respect to the related Companion Loan (including
an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage
Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement to
seek payment of unpaid Special Servicing Compensation with respect to any Companion Loan from the related Companion Loan Holder.


 


The
Special Servicer shall not be entitled to any Liquidation Fee or Workout Fee with respect to any Non-Serviced Mortgage Loan or
any Non-Serviced Companion Loan.


 


If
the Kaiser Center Whole Loan becomes a Specially Serviced Loan prior to the Kaiser Center Companion Loan Securitization Date,
the Special Servicer shall service and administer the Kaiser Center Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect
to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to the Kaiser Center Mortgage Loan,
prior to the Kaiser Center Companion Loan Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If the Kaiser Center Whole Loan is still


 






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a Specially Serviced Loan on the Kaiser Center Companion
Loan Securitization Date, the related Other Special Servicer and the Special Servicer shall be entitled to compensation with respect
to the Kaiser Center Whole Loan as if the Special Servicer were being terminated as Special Servicer and the Other Special Servicer
were replacing as successor the Special Servicer.


 


If
the Kaiser Center Whole Loan is being specially serviced by the Special Servicer on the Kaiser Center Companion Loan Securitization
Date, the Special Servicer shall be entitled to compensation for the period during which it acted as Special Servicer with respect
to such Whole Loan, including its share of any liquidation or workout fees and any additional servicing compensation, as well
as all surviving indemnity and other rights in respect of such special servicing role under this Agreement.


 


(d)          The
Master Servicer, the Special Servicer, the Certificate Administrator and Trustee shall each be entitled to reimbursement from
the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi) of this Agreement.


 


(e)          No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their
duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such
funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Whole Loans (to the extent recovery is permitted
from a Serviced Whole Loan hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.


 


If
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request
or inquiry from a Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s
or the Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which
would not be an expense of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to such request
or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment
of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s
or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer,


 






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the Special Servicer, the Operating Advisor, the Certificate Administrator or the
Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have no liability to any
Person for the failure to respond to such request or inquiry.


 


(f)          With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within
2 Business Days following the Determination Date, and the Master Servicer shall deliver or cause to be delivered, to the extent
it has received, to the Certificate Administrator, without charge and within 3 Business Days following the related Determination
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided that no such report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Companion Loan and any purchaser
of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage
Loan or Serviced Whole Loan, the management or disposition of related REO Property, or the performance of any other special servicing
duties under this Agreement, other than as expressly provided in this Section 3.12; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as master servicer or special
servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization of
a Companion Loan.


 


Section 3.13     Compensating
Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount equal to the lesser of
(i) the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received
in respect of the Mortgage Loans or Serviced Companion Loans (other than the Specially Serviced Loans, the Non-Serviced Mortgage
Loans and Defaulted Mortgage Loans), other than Principal Prepayments received in connection with the receipt of Insurance Proceeds
or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum of (A) the aggregate
Servicing Fees with respect to each Mortgage Loan, Serviced Companion Loan, REO Mortgage Loan, and REO Serviced Companion Loan
for which Servicing Fees are being paid in such Prepayment Period, up to a maximum rate of 0.0025% per annum for the related
Distribution Date with respect to each Mortgage Loan (and related REO Mortgage Loan) and Serviced Companion Loan (and related
REO Serviced Companion Loan) for which such Servicing Fees are being paid in such Prepayment Period and (B) all Prepayment
Interest Excesses received during the related Prepayment Period (and net investment earnings thereon); provided that the
Master Servicer shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls
otherwise described in clause (i) above incurred in connection with Principal Prepayments received in respect of the Mortgage
Loans and Serviced Companion Loans (other than the


 






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Specially Serviced Loans, the Non-Serviced Mortgage Loans and the Defaulted
Mortgage Loans) during the most recently ended Prepayment Period to the extent such Prepayment Interest Shortfalls were the result
of the Master Servicer’s failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made
by the Master Servicer for the Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced
Companion Loan will be paid to the related Companion Loan Holder.


 


Section 3.14          Application
of Penalty Charges and Modification Fees.


 


(a)          On
or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges
and Modification Fees (to the extent permitted under the related Co-Lender Agreement and not applied pursuant to Section 3.06(a)(ii) of this Agreement) received with respect to a Mortgage Loan or a Serviced Whole Loan (in each case, subject to the related
Co-Lender Agreement and, in the case of the Non-Serviced Mortgage Loans, only to the extent remitted to the Master Servicer by
an Other Master Servicer and, in any event) during the related Prepayment Period as follows:


 


(i)           first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Whole Loan;


 


(ii)          second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable
Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or Trustee, as applicable, from amounts on
deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such
Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)         third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Whole Loan previously paid from the Collection Account or Serviced Whole Loan Custodial Account (and such amounts
will be retained or deposited in the Collection Account or Serviced Whole Loan Custodial Account as recoveries of such Additional
Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)         fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as


 






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servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of
this Agreement prior to the applications set forth in clauses (i) through (iii) above.


 


provided
that, notwithstanding the foregoing, in the case of a Serviced Whole Loan, Penalty Charges shall be allocated for the purposes
and in the order set forth in the related Co-Lender Agreement.


 


The
Special Servicer is not required to remit Penalty Charges and Modification Fees received by it from the borrower to the extent
such Penalty Charges and Modification Fees would be allocated to the Special Servicer pursuant to this Section 3.14.


 


(b)          In
connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in
which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an
Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special
Servicer a report in the form reasonably agreed to by the Master Servicer and the Special Servicer setting forth information regarding
(1) the amount of Penalty Charges and Modification Fees collected by the Master Servicer and the Special Servicer, as applicable,
and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges and Modification Fees, in
each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer.
The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report
and shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.


 


Section 3.15     Access
to Certain Documentation. The Master Servicer and the Special Servicer shall provide to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event),
the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders
that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal
Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any other
governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access
to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or
any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of
the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records
relating to the Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer
and the Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and
the failure of the Master Servicer and the Special Servicer to provide access as provided in this Section 3.15 as
a result of such obligation shall not constitute a breach of this Section 3.15.


 


In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion
Loan Holder or any regulatory authority


 






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that may exercise authority over a Certificateholder or Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient
to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees
for employee time and for space; provided that no charge may be made if such information or access was required to be given
or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of
Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that
such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


Upon
the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent
rolls and financial statements obtained by the Master Servicer or the Special Servicer.


 


In
addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer
and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the
original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information
on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion
Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege.


 


Each
of the Master Servicer and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event), the Kaiser Center Companion Loan Holder (prior to the Kaiser Center Companion Loan Securitization
Date) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer,
the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall
reasonably agree, regarding the performance and servicing of the Mortgage Loans and Serviced Whole Loans and/or related REO Properties
for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and
the Controlling Class Representative agree to identify for the Master Servicer and the Special Servicer in advance (but
at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan)
and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall
execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 






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The
Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion,
make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans,
the Serviced Companion Loan, the Mortgaged Properties and/or the related Mortgagor that is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


After
the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders
generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under
this Agreement in electronic format.


 


The
Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of
performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or
entity unless (i) with respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent
necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to
discharge its other duties under this Agreement.


 


Section 3.16          Title
and Management of REO Properties.


 


(a)          In
the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to the Non-Serviced Mortgage Loans)
is acquired for the benefit of Certificateholders (or, with respect to a Serviced Whole Loan, for the benefit of the Certificateholders
and the related Companion Loan Holders(s)) (as a collective whole as if such Certificateholders and Companion Loan Holders(s)
constituted a single lender) (either by the Trust Fund or by a single member limited liability company established for that purpose) in
foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale
shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or
co-trustee, on behalf of the Trust Fund and the related Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund,
shall sell any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code
Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”)
to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate
Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect
that the holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the
year in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as
defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the
Code for federal income tax purposes at any time that any Lower-Tier Regular Interests or Regular Certificates are outstanding.
If the Special Servicer is granted (or is not denied) the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such


 






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longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its receiving the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of
the second preceding sentence shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Companion Loan Holder, in accordance
with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period
(taking into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the
immediately preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii) on the same
terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate
each REO Property for the Certificateholders and, if applicable, the related Companion Loan Holder, solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income from non-permitted
assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust REMIC
as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)          The
Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than with respect to the Non-Serviced Mortgage Loans) as are
consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer
deems to be in the best interests of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender), and,
in connection therewith, the Special Servicer shall only agree to the payment of management fees that are consistent with general
market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause or permit
to be earned with respect to such REO Property any “net income from foreclosure property,” within the meaning of Code
Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate
Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a
greater recovery on behalf of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective whole
as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender) than
an alternative method of operation or rental of such REO Property that would not be subject to such a tax. The Special Servicer
shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and
general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO
Account”), each of which shall be an Eligible Account and (subject to any changes in the identities of the Special Servicer
or the Trustee) shall be entitled “[CWCapital Asset Management LLC] [the successor Special Servicer], as Special 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 2015-GC32 [IN THE CASE OF AN REO PROPERTY RELATED TO
A WHOLE LOAN: and the related Companion Loan Holder, as their interests may appear], REO Account.” The Special Servicer
shall be entitled to withdraw


 






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for its account any interest or investment income earned on funds deposited in an REO Account to
the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited
in the REO Account within one (1) Business Day after receipt all revenues and proceeds received by it with respect to any REO
Property (other than Liquidation Proceeds, which shall be remitted to the Collection Account), and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of such REO Property and for other Property Protection Expenses
with respect to such REO Property, including:


 


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


 


(ii)           all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)          all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)          any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special
Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency
situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency
or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such
shortfall unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee
shall make such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable
Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith
business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or,
if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to
the Master Servicer for deposit into the Collection Account, or, for a Serviced Whole Loan, the related Serviced Whole Loan Custodial
Account, on a monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds received or collected from
each REO Property during the related Prepayment Period, except that in determining the amount of such Net REO Proceeds, the Special
Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other
related expenses. Notwithstanding the foregoing, the Special Servicer shall not:


 






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


 


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


 


(iii)          authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section 856(e)(4)(B);
or


 


(iv)          Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition
by the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the
related Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund
and, if the related Companion Loan is part of a REMIC, the related Companion Loan Holder) to the effect that such action will
not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined
without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the
Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of
the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator
with an Opinion of Counsel that the operation and management of any REO Property other than through an Independent Contractor
shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)            the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)           any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 



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(iii)          none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder(s) with respect to the operation and
management of any such REO Property; and


 


(iv)          the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


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


 


(c)          When
and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and each related Companion
Loan Holder a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for
federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in
respect of, any REO Property in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)          Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to the Non-Serviced Mortgage
Loans.


 


Section 3.17     Sale
of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans.


 


(a)          The
parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding the Non-Serviced Mortgage Loans)
only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly
provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a
Mortgage Loan related to a Serviced Whole Loan in accordance with and subject to the provisions of the related Co-Lender Agreement
and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan, in accordance
with and subject to the provisions of the related intercreditor agreement.


 


(b)          Promptly
upon a Mortgage Loan (excluding the Non-Serviced Mortgage Loans) or Serviced Whole Loan becoming a Defaulted Mortgage Loan and
if the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder constituted a single lender) to attempt
to sell such Defaulted Mortgage Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Mortgage
Loan on behalf of the Certificateholders and the related Companion Loan Holder(s) in such manner as will be


 



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reasonably likely
to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept
the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes
a fair price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Class Representative (prior
to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and any affected Companion Loan Holder(s) of any inquiries or offers received
regarding the sale of any Defaulted Mortgage Loan. Any Companion Loan that is part of a Defaulted Serviced Whole Loan is to be
sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth
in the related Co-Lender Agreement.


 


(c)          The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan Holder,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the
Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less than five (5) Business
Days’ (but subject to paragraph (p) below with respect to a Serviced Whole Loan) prior written notice of its intention to
sell any Defaulted Mortgage Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage
Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any
of its Affiliates may submit an offer for or purchase any Defaulted Mortgage Loan pursuant hereto.


 


(d)          Whether
any cash offer constitutes a fair price for any Defaulted Mortgage Loan for purposes of Section 3.16(b) of this Agreement
shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee,
if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless (i) the offer is
equal to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at least two other
offers are received from independent third parties; provided, however, that no offer from an Interested Person shall
constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received
from independent third parties. In all cases under this Agreement (except to the extent the Trustee is not required to determine
whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan pursuant to the immediately preceding sentence),
in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Mortgage Loan, the
Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this
Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting
any such new Appraisal shall be an Appraiser selected by (i) the Special Servicer if no Interested Person is making an offer
with respect to a Defaulted Mortgage Loan and (ii) the Trustee if an Interested Person is so making an offer. The cost of
any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance. In determining whether any such offer
from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, the Special Servicer
shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have
obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested Person
constitutes a fair price for any such Defaulted Mortgage Loan, any Appraiser shall be instructed to take into account, as applicable,
among other factors, the period and amount of any delinquency on the


 



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affected Mortgage Loan or Whole Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase Price for any Defaulted
Mortgage Loan and any equivalent amount for any related Companion Loan) shall in all cases be deemed a fair price; provided,
however, that with respect to Interested Parties, the requirements of the first sentence of this Section 3.17(d)
must be satisfied. Notwithstanding anything contained in this Section 3.17(d) to the contrary, if the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option
and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or
Serviced Whole Loan, as applicable, that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for such Mortgage Loan or Serviced Whole Loan, as applicable. If the Trustee designates such a third
party to make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination.
The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant
to this paragraph will be covered by, and will be reimbursable by the Interested Person; provided that the Trustee will
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)          Subject
to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and
Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Companion Loan Holder
in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Serviced Whole Loan Custodial Account. Any sale of any Defaulted Mortgage Loan shall be final and without recourse to the
Trustee, the Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters), and
if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer,
the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)          Subject
to the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, to purchase a Mortgage Loan or Serviced
Whole Loan, unless and until a Defaulted Mortgage Loan is sold pursuant to this Section, the Special Servicer shall continue to
service and administer the Mortgage Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other
resolutions or recovery strategies including workout, foreclosure or sale of a Mortgage Loan, as is consistent with this Agreement
and the Servicing Standard.


 


(g)          Any
sale of a Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.17 shall be for cash only. The purchase
price for any Mortgage Loan or Serviced Whole Loan purchased under this Section 3.17 or any Non-Serviced Mortgage
Loan sold in


 



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accordance with the related Co-Lender Agreement or Other Pooling and Servicing Agreement shall be deposited into
the Collection Account or the related Serviced Whole Loan Custodial Account, as applicable, and the Certificate Administrator,
upon receipt of an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made, shall release
or cause to be released to the purchaser of the Mortgage Loan or Serviced Whole Loan the related Mortgage File, and shall execute
and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in such purchaser
ownership of such Mortgage Loan or Serviced Whole Loan. In connection with any such purchase, the Special Servicer and the Master
Servicer shall deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)          The
parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property only on the terms and subject to the conditions
set forth in this Section 3.17.


 


(i)           The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and
the related Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified
by Section 3.16 of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person
that constitutes a fair price for such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment,
that it will be unable to realize a fair price for any REO Property within the time constraints imposed by Section 3.16
of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith,
shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation
Expenses) for any REO Property purchased hereunder shall be deposited in the Collection Account or, if applicable, the related
Serviced Whole Loan Custodial Account. The Special Servicer shall notify the Controlling Class Representative (prior to the
occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the
continuance of a Control Termination Event) of any inquiries or offers received regarding the sale of any REO Property.


 


(j)           The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan Holder,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the
Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less than three (3) Business
Days’ prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit
an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in
its individual capacity, nor any of its Affiliates may submit an offer for or purchase any REO Property pursuant hereto.


 


(k)          Whether
any cash offer constitutes a fair price for any REO Property for purposes of Section 3.17(i) of this Agreement shall
be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee,
if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, 


 






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however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price for any such REO Property, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or, in the absence
of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser selected by the
Special Servicer if no Interested Person is making an offer with respect to an REO Property and selected by the Trustee if an
Interested Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property
Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any
such REO Property, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether
any offer from an Interested Person constitutes a fair price for any such REO Property, any Appraiser shall be instructed to take
into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced
Whole Loan, the occupancy level and physical condition of the REO Property, the state of the local economy and the obligation
to dispose of any REO Property within the time period specified in Section 3.16 of this Agreement. The Purchase Price
for any REO Property shall in all cases be deemed a fair price; provided, however, that with respect to Interested
Parties, the requirements of the first sentence of this Section 3.17(k) must be satisfied. Notwithstanding anything
contained in this Section 3.17(k) to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing or investing in properties similar to the subject REO Property that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such REO Property. If the Trustee designates such a third party to
make such determination, the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
will be covered by, and will be reimbursable by the Interested Person; provided that the Trustee will not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(l)           Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special
Servicer shall act on behalf of the Trust Fund and any affected Companion Loan Holder in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or REO Property, and the collection of all
amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may
retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining
to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the
related Serviced Whole Loan Custodial Account. Any sale of any Defaulted Mortgage Loan or REO Property shall be final and without
recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Companion Loan Holder (except such recourse
to the Trust Fund and the related Companion Loan Holder imposed by those representations and warranties


 



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typically given in such
transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance
with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.


 


(m)          Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation with the Controlling
Class Representative (unless a Consultation Termination Event exists) and, in the case of a Serviced Whole Loan or an REO
Property related to a Serviced Whole Loan, the related Companion Loan Holder(s)), in accordance with the Servicing Standard, that
rejection of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or
an REO Property that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such
Certificateholders and, if applicable, the Companion Loan Holder(s) constituted a single lender and the Special Servicer may accept
a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment,
that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan
or an REO Property that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if
such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender (for example, if
the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective
buyer making the lower offer are more favorable).


 


(n)          In
no event shall the Trust Fund or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf purchase,
or pay or advance costs to purchase, the Non-Serviced Mortgage Loans or the related Companion Loans or any Mortgage Loan.


 


(o)          Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Other Pooling and Servicing Agreement
(which, if the identified party is the holder of a Non-Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase the Non-Serviced Mortgage Loan in accordance with the terms and conditions set forth in such
Co-Lender Agreement and Other Pooling and Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, the Non-Serviced Mortgage Loan or the related
Companion Loan or any Mortgage Loan.


 


(p)          Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will
remain subject to the cure, purchase and other rights of, in each case if applicable, any holder of a related mezzanine loan as
set forth in the related intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with
the terms of the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such
purchase rights in favor of an appropriate


 




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mezzanine loan holder and shall provide such notices to the holder of a related mezzanine
loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with
each such holders’ purchase rights.


 


(q)          Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell a Defaulted Serviced Whole Loan without the written consent
of the related Companion Loan Holder (provided that such consent is not required if the Companion Loan Holder is the related Mortgagor
or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered to such Companion Loan Holder: (a) at least
15 Business Days prior written notice of any decision to attempt to sell such Defaulted Serviced Whole Loan; (b) at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy
of the most recent appraisal for such Defaulted Serviced Whole Loan, and any documents in the Servicing File reasonably requested
by such Companion Loan Holder that are material to the price of the Defaulted Whole Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class Representative)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that
such Companion Loan Holder may waive any of the delivery or timing requirements set forth in this sentence. A related Serviced
Companion Loan Holder and its Companion Loan Holder Representative will each be permitted to make offers to purchase, and either
such party is permitted to be the purchaser at any sale of, a Defaulted Serviced Whole Loan.


 


(r)          With
respect to any Non-Serviced Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term is defined pursuant
to the terms of the applicable Other Pooling and Servicing Agreement), and with respect to any related REO Property, the liquidation
of such Non-Serviced Mortgage Loan or such REO Property shall be administered by an Other Special Servicer in accordance with
the applicable Other Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such sale of a Non-Serviced Mortgage
Loan or any related REO Property pursuant to the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender
Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price for such Non-Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust.


 


Section 3.18     Additional
Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion
Loan Holder.


 


(a)          The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Mortgage Loan (but not the Non-Serviced Mortgage Loans) or Serviced Whole
Loan at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar
year (commencing in 2016) with respect to such


 



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Mortgaged Property relating to Mortgage Loans with an outstanding principal balance
of $2,000,000 or more and at least once every other calendar year (commencing in 2016) with respect to such Mortgaged Property
relating to Mortgage Loans with an outstanding principal balance of less than $2,000,000; provided that the Master Servicer
is not required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months.
If any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected
by the Special Servicer as soon as practicable and thereafter at least every calendar year for so long as such condition exists.
The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the
related Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer
for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid
by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket
costs incurred with respect to such inspection shall be borne by the Trust Fund.


 


(b)          The
Master Servicer shall, as to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans) which is secured by the interest of
the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within
60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor
of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices
of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward
to the Special Servicer any written notice of default under a ground lease.


 


(c)          The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Companion Loan
Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with
respect to the related Mortgaged Property and Companion Loan related thereto.”


 


(d)          The
Master Servicer is hereby authorized to exercise any rights granted under the applicable Other Pooling and Servicing Agreement
in favor of the Trust (or a party on its behalf) as the holder of each Non-Serviced Mortgage Loan to obtain information from an
Other Master Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any Other Master Servicer, upon request, such information in the
Master Servicer’s possession as an Other Master Servicer reasonably requests in order to determine whether an advance similar
to a P&I Advance would be “nonrecoverable.”


 


(e)          If
required under the Co-Lender Agreement, the Master Servicer shall promptly deliver to each Companion Loan Holder or provide electronically:
(i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements
as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by
it pursuant to this Agreement with respect to the Mortgaged Properties securing the related Companion Loan.


 


Section 3.19     Lock-Box
Accounts, Escrow Accounts.


 



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The
Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement
or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the
Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Whole Loan), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan
(or Serviced Whole Loan) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage
Loan (or Serviced Whole Loan) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property
Advances.


 


(a)          Except
with respect to each Non-Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its
duties under this Agreement or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master Servicer,
the Trustee and any affected Companion Loan Holder not less than five (or, in the case of emergency advances pursuant to Section 3.20(f)
of this Agreement, two) Business Days’ written notice before the date on which the Master Servicer is requested
to make any Property Advance with respect to a given Specially Serviced Loan or REO Property. In addition, the Special Servicer
shall provide the Master Servicer, the Trustee and any affected Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Companion Loan Holder, as applicable, may reasonably request to enable the Master
Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable Advance.
Any such notice by the Special Servicer (or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement
in the case of each Non-Serviced Mortgage Loan) to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer (or such party under the applicable Other Pooling and Servicing Agreement) that such requested
Property Advance is not a Nonrecoverable Advance, and the Master Servicer shall be entitled to conclusively rely on such determination.
Although the Special Servicer (or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the
case of each Non-Serviced Mortgage Loan) may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer
(or other party) will have no right to make an affirmative determination that any Advance to be made (or contemplated to be made)
by the Master Servicer or the Trustee is, or would be, recoverable. In the absence of a determination by the Special Servicer
(or, if appropriate, a party under the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage
Loan) that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances
to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee,
as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer
the Special Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced
Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled


 



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to conclusively rely on and shall be bound by such a determination by the Special Servicer (or, if appropriate, a party under
the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage Loan) that a Property Advance previously
made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance (but this statement
shall not be construed to entitle the Special Servicer to reverse any determination that may have been made by the Master Servicer
or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination, that any Property Advance constitutes
or would constitute a Nonrecoverable Advance). The Master Servicer and the Special Servicer shall consider Unliquidated Advances
in respect of prior Property Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed
Property Advances.


 


For
purposes of distributions to Certificateholders and Companion Loan Holders and compensation to the Master Servicer or the Trustee,
Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Whole Loan, notwithstanding
that the terms of such Mortgage Loan or Serviced Whole Loan so provide.


 


(b)          The
Master Servicer shall notify the Trustee, the Special Servicer and any related Companion Loan Holder in writing promptly upon,
and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay
the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to
this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04
of this Agreement.


 


(c)          None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan
or Serviced Whole Loan or REO Property if the Master Servicer, the Special Servicer or the Trustee determines that such Advance
will be a Nonrecoverable Advance. The determination by the Master Servicer or the Trustee that it has made (or, the determination
by the Special Servicer that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the
Master Servicer, the Special Servicer or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with
the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business judgment, and, shall
be evidenced by an Officer’s Certificate as set forth in Section 3.20(d). In making such recoverability determination,
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to


 



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estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries. In
addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s
determination that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals
or market value estimates or other information as reasonably may be required for such purposes.


 


The
determination by the Master Servicer or the Special Servicer that a Property Advance has become a Nonrecoverable Property Advance
or that any proposed Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property
Advance, may be conclusively relied upon by the Master Servicer (in the case of such a determination by the Special Servicer)
and the Trustee; provided that this sentence shall not be construed to entitle the Special Servicer to reverse any other
authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that a Property
Advance constitutes or would constitute a Nonrecoverable Advance.


 


(d)          The
determination by the Master Servicer, the Special Servicer or the Trustee that a Property Advance has become a Nonrecoverable
Property Advance or that any proposed Property Advance, if made pursuant to this Section 3.20 with respect to any
Mortgage Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
Property Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Companion Loan Holders (and the related Other Master Servicer and Other Special Servicer, if applicable), in the case
of any Serviced Whole Loan, the Trustee (unless it is the Person making the determination), the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making
the determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the
determination, the Depositor, setting forth the basis for such determination, together with any other information that supports
such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be
(which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances of which
such Person is aware or such Person has received new information, either of which has a material effect on the value and shall
have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination
of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and
rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’
reports, environmental surveys or similar reports that such Person may have obtained and that support such determination. The
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer or the Trustee that a Property Advance is or, if made, would be a Nonrecoverable Advance.
The Trustee, in determining whether or not a Property Advance previously made is, or a proposed Property Advance, if made, would
be, a Nonrecoverable Advance shall use its good faith business judgment.


 



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(e)          The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(f)          Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to each Non-Serviced Mortgage Loan), the Special
Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least five
(5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided that the written
request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance
is required to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance
as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance
does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any
such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, an emergency
situation or on an urgent basis, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special
Servicer shall have no obligation to make any Property Advance.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)          CWCapital
Asset Management LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans.


 


(b)          The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to
taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Whole Loan. Each Asset Status Report will be delivered in electronic format to the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (prior
to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator, the related Companion Loan
Holder, and, subject to Section 11.13 of this Agreement, each Rating Agency; provided, however, the
Special Servicer shall not be required to deliver an Asset Status Report to the Controlling Class Representative if they
are the same entity or affiliates of each other. Such Asset Status Report shall be consistent with the Servicing Standard and
set forth the following information to the extent reasonably determinable:


 


(i)           summary
of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;


 




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(ii)           if
a Servicing Transfer Event has occurred and is continuing:


 


(A)          a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(B)          the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


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


 


(D)          a
copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(F)          a
description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)          if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination not to pursue
a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)          a
description of any such proposed or taken actions;


 


(iv)          the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)           the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)          an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 



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(vii)         such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


As
provided in Section 3.12, if the Kaiser Center Whole Loan becomes a Specially Serviced Loan prior to the Kaiser Center
Companion Loan Securitization Date, the Special Servicer shall service and administer the Kaiser Center Whole Loan and related
REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special
Servicing Compensation earned with respect to such Serviced Whole Loan and shall have all the rights and obligations with respect
to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan.


 


For
so long as there is no continuing Control Termination Event, if within 10 Business Days (or, in the case of an Asset Status Report
prepared prior to making a determination of an Acceptable Insurance Default, 20 Business Days) of receiving an Asset Status Report,
the Controlling Class Representative does not disapprove such Asset Status Report in writing, then the Controlling Class Representative
shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary
to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If, prior to the occurrence and continuance
of any Control Termination Event, the Controlling Class Representative disapproves such Asset Status Report within 10 Business
Days (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, 20
Business Days) of receipt, the Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (prior to
the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator, the related Companion Loan
Holders and, subject to Section 11.13 of this Agreement, each Rating Agency a new Asset Status Report as soon as practicable,
but in no event later than 30 days after such disapproval. Prior to the occurrence and continuance of any Control Termination
Event, the Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative
shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days (or, in the case of an Asset Status
Report prepared prior to making a determination of an Acceptable Insurance Default, 20 Business Days) of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, if applicable, the related Companion Loan Holders (as a collective
whole as if such Certificateholders, and/or Companion Loan Holders, if applicable, constitute a single lender). The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. In any event, for so long
as a Control Termination Event has not occurred and is not continuing, if the Controlling Class Representative does not approve
an Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall take such action
as directed by the Controlling Class Representative, provided such action does not violate the Servicing Standard. Notwithstanding
the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property
or the interests of the Certificateholders and any related Companion Loan Holders, or if a failure to take any such


 



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action at
such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related
Mortgaged Property before the expiration of a 10 Business Day period (or 20 Business Day period, if applicable) if the Special
Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration
of a 10 Business Day period (or 20 Business Day period, if applicable) would materially and adversely affect the interest of the
Certificateholders and the Companion Loan Holder (if applicable) and the Special Servicer has made a reasonable effort, prior
to the occurrence and continuance of any Control Termination Event, to contact the Controlling Class Representative. The
foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.


 


After
the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding
basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status
Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt
of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the
Certificateholders (including any Certificateholders of Certificates that were previously included in the Control Eligible Certificates),
as a collective whole as if such Certificateholders constituted a single lender. In addition, after the occurrence and during
the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
the Special Servicer shall also consult on a non-binding basis with the Controlling Class Representative in connection with
each Asset Status Report prior to finalizing and executing such Asset Status Report and the Controlling Class Representative
shall be permitted to propose alternative courses of action within 10 days of receipt of each Asset Status Report. The Special
Servicer shall consider any such proposals from the Operating Advisor and/or the Controlling Class Representative and determine
whether any changes to its proposed Asset Status Report should be made, such determination being made in accordance with the Servicing
Standard and the other terms of this Agreement. In the event that the Operating Advisor or the Controlling Class Representative
does not propose alternative courses of action within 10 days after receipt of such Asset Status Report, the Special Servicer
shall implement the Asset Status Report as proposed by the Special Servicer.


 


Notwithstanding
anything to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling
Class Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer
with respect to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event,
the Controlling Class Representative shall have no right to consent to any Asset Status Report under this Section 3.21(b).


 


Notwithstanding
the foregoing or any other provision of this Agreement to the contrary, with respect to a Serviced Whole Loan, each related Companion
Loan Holder (or its Companion Loan Holder Representative) shall, at all times contemplated by the related Co-Lender Agreement,
be entitled to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of
any Asset Status Report as set forth in Section 3.28(d) of this Agreement.


 



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(c)          Subject
to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall
have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


 


(d)          Upon
request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the Final Asset Status Report for each Specially Serviced Loan.


 


(e)          Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor
only each Final Asset Status Report.


 


(f)          Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor,
any Companion Loan Holder, any Companion Loan Holder Representative or the Controlling Class Representative that would require
or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer to violate provisions of this Agreement or any Co-Lender Agreement, require or cause the Special Servicer to
violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement or
their Affiliates, officers, directors or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as
a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of
a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand
the scope of the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement. In addition, the Special
Servicer is under no obligation to act upon any recommendation of the Operating Advisor.


 


(g)          Notwithstanding
the foregoing, in the case of the Kaiser Center Whole Loan, only the Kaiser Center Companion Loan Holder (without regard to whether
a Control Termination Event or a Consultation Termination Event has occurred) may exercise the rights of the Controlling Class
Representative described in this Section 3.21, and neither the Controlling Class Representative nor the Operating
Advisor will have any of the above described consent or (in the case of the Operating Advisor) consultation rights, as applicable,
unless permitted under the related Co-Lender Agreement.


 


Section 3.22     Transfer
of Servicing Between Master Servicer and Special Servicer; Record Keeping. 


 


(a)          Upon
determining that any Mortgage Loan or Serviced Whole Loan has become a Specially Serviced Loan, the Master Servicer shall promptly
give written notice thereof to the Special Servicer, any related Companion Loan Holder (in the case of a Serviced Whole Loan),
the Operating Advisor, the Certificate Administrator, the Trustee and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each
Rating Agency and shall deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File to the Operating Advisor and shall use its reasonable efforts to provide the


 



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Special Servicer with all information, documents
(but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan or Serviced Whole Loan and
reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through
a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the date such Mortgage Loan and/or Serviced Companion Loan became a Specially Serviced Loan and in any event shall continue
to act as Master Servicer and administrator of such Mortgage Loan and/or Serviced Companion Loan until the Special Servicer has
commenced the servicing of such Mortgage Loan and/or Serviced Companion Loan, which shall occur upon the receipt by the Special
Servicer of the Servicing File. With respect to each such Mortgage Loan and/or Serviced Companion Loan that becomes a Specially
Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Mortgage
Loan and/or Serviced Companion Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send
to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give written
notice thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Companion
Loan Holder and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, subject to Section 11.13 of this Agreement, each Rating Agency and, upon giving such notice and the return of
the Servicing File to the Master Servicer, such Mortgage Loan and/or Serviced Companion Loan shall cease to be a Specially Serviced
Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation
to service such Mortgage Loan and/or Serviced Companion Loan shall terminate and the obligations of the Master Servicer to service
and administer such Mortgage Loan and/or Serviced Companion Loan as a Mortgage Loan and/or Serviced Companion Loan that is not
a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph,
to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to
remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)          In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in
the possession of the Special Servicer) and copies of any additional related Mortgage Loan or Serviced Whole Loan information,
including correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing
to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)          Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment
records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the


 



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Operating
Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under
this Agreement to the extent such information is within its possession. Upon request, the Special Servicer shall provide the Master
Servicer and the Operating Advisor with any information reasonably required by the Master Servicer to perform its duties under
this Agreement to the extent such information is within its possession.


 


Section 3.23     Interest
Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account. The Interest Reserve
Account shall be established and maintained as an Eligible Account. On each Master Servicer Remittance Date occurring in February
and on any Master Servicer Remittance Date occurring in January in a year which is not a leap year (unless, in either such
case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator
for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans which accrue interest on the basis of a 360-day
year and the actual number of days in the related month, an amount equal to one day’s interest at the related Mortgage Loan
Rate, less the Administrative Cost Rate, on the Stated Principal Balance of each such Mortgage Loan as of the close of business
on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent
a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if
applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March
(or February if the final Distribution Date occurs in such month) of each calendar year, the Certificate Administrator shall transfer
to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24     Modifications,
Waivers and Amendments.


 


(a)          (i) With
respect to non-Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer subject to the Special
Servicer’s consent if the subject modification, waiver or amendment constitutes a Major Decision or (ii) with respect
to Specially Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating
Advisor following a Control Termination Event, if any, any applicable consent and/or consultation rights of the Controlling Class Representative
or the Kaiser Center Companion Loan Holder (or its representative), as applicable, and, to the extent required in accordance with
the related Co-Lender Agreement, any applicable consultation rights of any related Companion Loan Holder or its Companion Loan
Holder Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan or Whole Loan if such modification,
waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant
modification” of such Mortgage Loan or Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition
of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but
not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer
and the Special Servicer may rely on an Opinion of Counsel with respect to such determination.


 



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In
addition, with respect to non-Specially Serviced Mortgage Loans, to the extent any modification, waiver, amendment or other action
constitutes a Major Decision pursuant to Section 6.09(a) of this Agreement, the Master Servicer shall obtain the consent
of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major
Decision pursuant to Section 6.09(a) of this Agreement, the Special Servicer shall, prior to the occurrence and continuance
of an applicable Control Termination Event, obtain the consent of the related Controlling Class Representative. Prior to the occurrence
and continuance of an applicable Control Termination Event, the Special Servicer shall also obtain the consent of the Controlling
Class Representative with respect to any modification, waiver, amendment or other action that constitutes a Major Decision pursuant
to Section 6.09(a) of this Agreement with regard to any Specially Serviced Loan.


 


No
modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Whole Loan, or an action to enforce rights
with respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the
Special Servicer shall be permitted without the prior written consent of the Special Servicer.


 


When
the Special Servicer’s consent is required with respect to any modification, waiver, amendment or other action with regard
to any non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of its
request for such modification, waiver, amendment or other action, accompanied by the Master Servicer’s written recommendation
and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special
Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled
(subject to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the
Controlling Class Representative or any applicable consent or consultation rights of any Serviced Companion Loan Holder or its
Companion Loan Holder Representative (as applicable)) to approve or disapprove any modification, waiver, amendment or other action
that constitutes a Major Decision. Subject to Section 3.09 of this Agreement, the Special Servicer shall have 15 Business
Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement for review
by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable
Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation
and any supporting information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment
or other action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender
Agreement or 60-day period, as applicable, the Special Servicer shall notify the Controlling Class Representative (except in the
case of the Kaiser Center Whole Loan and if and for so long as an applicable Control Termination Event has not occurred and is
not continuing) or the Kaiser Center Companion Loan Holder (or its representative)(in the case of the Kaiser Center Whole Loan),
of such request for approval of each such modification, waiver, amendment or other action that constitutes a Major Decision and
provide its written analysis and recommendation with respect thereto. Following such notice, the Controlling Class Representative
or the Kaiser Center Companion Loan Holder (or its representative), as applicable, shall have 10 Business Days (or, in the case
of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation
and analysis of the Master Servicer or the Special Servicer, as applicable, and


 



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any other information it may reasonably request
(or, with respect to a Serviced Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to
approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval. In any event,
subject to the Co-Lender Agreement for any Whole Loan, if the Controlling Class Representative or the Kaiser Center Companion
Loan Holder (or its representative), as applicable, if required, does not respond to a request for approval by 5:00 p.m. on the
10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th day, as applicable, after receipt
of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence, the Special
Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative or
the Kaiser Center Companion Loan Holder (or its representative), as applicable, and if the Special Servicer does not respond to
a request for approval within the required 15 Business Days (or such longer period if required by the applicable Co-Lender Agreement)
or 60 days, as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer. With respect
to any non-Specially Serviced Loan, the Master Servicer, without the consent of the Special Servicer or Controlling Class Representative,
shall be responsible to determine whether to consent to or approve any request by the related Mortgagor with respect to any action
that is not a Major Decision.


 


(b)          All
modifications, waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in
a manner consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing
the Trustee, the Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced Whole
Loan which, for so long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed to
be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received
written notice otherwise), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and,
subject to Section 11.13 of this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment
of any term of any Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related
Companion Loan Holder (in the case of a Serviced Whole Loan which, for so long as any Serviced Companion Loan has been included
in an Other Securitization Trust, shall be deemed to be the related master servicer under the related Other Pooling and Servicing
Agreement, unless the notifying party has received written notice otherwise), the Controlling Class Representative (prior
to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and an original to the Custodian of the recorded agreement relating to such modification,
waiver or amendment within 15 Business Days following the execution and recordation thereof. For the avoidance of doubt, the requirements
with respect to delivery of an assumption agreement shall be governed by Section 3.09.


 


(c)          Any
modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any
modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents,
shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related
Mortgagor’s expense in accordance


 


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with the related Loan Agreement or, if not so provided in such Loan Agreement or if such
Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)          Promptly
after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the
Certificate Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer
the name of the current related Companion Loan Holder(s). Upon receipt of the name of such current Controlling Class Representative
from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage
Loan became a Specially Serviced Loan. Upon receipt of the name(s) of such current related Companion Loan Holder(s) from the Master
Servicer, the Special Servicer shall notify the related Companion Loan Holder(s) that the related Serviced Whole Loan became a
Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling
Class Representative only to the extent the Controlling Class Representative has identified itself as such to the Certificate
Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in the
definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine
which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the Controlling Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special
Servicer and the Master Servicer at the expense of the Trust Fund.


 


(e)          [Reserved].


 


(f)          The
Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms
of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services
performed in connection with such request and any related costs and expenses incurred by it; provided that the charging
of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(g)          Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)           extend
the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution
Date; or


 


(ii)          if
the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced
Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration
to the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options
to extend exercisable unilaterally by the related Mortgagor.


 



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(h)          In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related
Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate
(or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then,
unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master
Servicer or Special Servicer, as applicable, will require a payment of principal by a “qualified amount” as determined
under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such
amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(i)           If
and to the extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to exercise any consent and/or consultation
rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Other Pooling
and Servicing Agreement, such rights shall be exercised by the Controlling Class Representative, in accordance with Section
3.01(i). The Master Servicer and the Special Servicer shall only be obligated to forward any requests received from the related
Other Master Servicer or the related Other Special Servicer, as applicable, for such consent and/or consultation to the Controlling
Class Representative, and shall have no right or obligation to exercise any such consent or consultation rights.


 


Section 3.25     Additional
Obligations with Respect to Certain Mortgage Loans.


 


With
respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) with a Stated Principal Balance in excess of $35,000,000,
with respect to any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as
applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition
its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured
by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a non-Specially Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Major Decision) or the Special Servicer
(if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of an obligation would constitute a Major
Decision) shall perform the obligations of the Trust, as holder of the related Mortgage Loan, or its servicer under the related
mezzanine loan intercreditor agreement.


 



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Section 3.26     Certain
Matters Relating to the Non-Serviced Mortgage Loans.


 


In
the event that any of an Other Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer
shall be replaced in accordance with the terms of the applicable Other Pooling and Servicing Agreement and notice of such replacement
is provided to the parties hereto, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor
to an Other Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer, as the case may
be, in each case with reasonable promptness following request therefor by a party to the applicable Other Pooling and Servicing
Agreement. In addition to the foregoing, with respect to the Kaiser Center Whole Loan, after the Kaiser Center Companion Loan
Securitization Date the related Mortgage Loan shall be a Non-Serviced Mortgage Loan, and the rights, duties and obligations of
the Issuing Entity and the parties to this Agreement shall be as set forth herein with respect to Non-Serviced Mortgage Loans.


 


Prior
to the Kaiser Center Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to the related
Whole Loan. On the Kaiser Center Companion Loan Securitization Date, the Master Servicer shall, upon written request, if the Master
Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for
such Whole Loan to the related Other Master Servicer.


 


Section 3.27     Additional
Matters Regarding Advance Reimbursement.


 


(a)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account,
the Master Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately,
may elect to refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month
Prepayment Period ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12 months;
provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative
(unless a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative shall
be consulted with unless a Consultation Termination Event has occurred and is continuing) or, with respect to the Kaiser Center
Whole Loan, the consent of the holder of the Kaiser Center Companion Loan (or its representative).. If the Master Servicer or
the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant
to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, or the
Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Prepayment
Period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be


 



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authorized to wait for principal collections to be received before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment Period; provided, however,
if, at any time the Master Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance
during a one-month Prepayment Period will exceed the full amount of the principal portion of general collections deposited in
the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall, subject to Section 11.13
of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer
or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the
Master Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master Servicer or the Trustee, as applicable, that could affect
or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance;
provided that, if clause (1), (2) or (3) apply, the Master Servicer or the Trustee, as applicable, shall,
subject to Section 11.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable
in such circumstances. Subject to Section 11.13 of this Agreement, the Master Servicer or the Trustee, as applicable,
shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated
by the immediately preceding sentence. Any election by the Master Servicer or the Trustee to refrain from reimbursing itself for
any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period shall
not be construed to impose on the Master Servicer or the Trustee any obligation to make such an election (or any entitlement in
favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or
to constitute a waiver or limitation on the right of the Master Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable
Advance immediately (together with interest thereon). Any such election by the Master Servicer or the Trustee shall not be construed
to impose any duty on the other such party to make such an election (or any entitlement in favor of any Certificateholder or any
other Person to such an election). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more Prepayment Periods shall not limit the accrual
of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None
of the Master Servicer, the Trustee or the other parties to this Agreement will have any liability to one another or to any of
the Certificateholders for any such election that such party makes to refrain or not to refrain from reimbursing itself as contemplated
by this paragraph or for any losses, damages or other adverse economic or other effects that may arise from such an election nor
will such election constitute a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s
or the Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above
is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or
the Trustee, as applicable, or a


 



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right of the Certificateholders. Nothing herein shall give the Master Servicer or the Trustee
the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection
Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate
period exceeding 12 months.


 


(b)          If
the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required
to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure,
to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make
the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28     Companion
Loan Co-Lender Matters.


 


(a)          If,
pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan
that relates to a Serviced Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent
holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder
of the note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File
and (to the extent provided under the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall
be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder
of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for
the actual Note) on behalf of the holders of the Notes that represent the Companion Loans. Thereafter, such Mortgage File shall
be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof,
on behalf of itself and the holders of the related Companion Loans as their interests appear under the Co-Lender Agreement. If
the related Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special
servicer, as the case may be, under any separate servicing agreement for the subject Serviced Whole Loan.


 


(b)          With
respect to each Companion Loan that is part of a Serviced Whole Loan, notwithstanding any rights the Operating Advisor or the
Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect to
the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by
the related Companion Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan
Holder Representative, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted
to exercise such right or, (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling
Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan
Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to
the contrary but subject to Section 3.17(q) (as to consent rights) and Section 3.28(d) below (as to consultation
rights), the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent
of, the holder of any Companion Loan or its Companion Loan Holder Representative with respect to any matters with


 



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respect to the
servicing of such Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring
consent of or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or
consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall
deliver reports and notices to the Companion Loan Holder as required under the Co-Lender Agreement.


 


(c)          With
respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Whole Loan:


 


(i)           (A)
the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor
or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the related Serviced Whole Loan;


 


(ii)          the
amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Whole Loan;


 


(iii)         the
amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal and
other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would be
distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and
the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole
Loan;


 


(iv)         the
principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the distribution
of principal on the most recent Distribution Date; and


 


(v)          the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not
later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder
(or the master servicer, special servicer or certificate administrator, as applicable, for the related Other Securitization Trust
on its behalf) by electronic means (which may include posting such information pursuant to the applicable CREFC®
reports on the Master Servicer’s website) and by such other means of delivery as reasonably requested pursuant to the terms
of the related Co-Lender Agreement.


 


(d)          Unless
otherwise stated in the related Co-Lender Agreement (other than with respect to Kaiser Center Mortgage Loan) , (i) the Special
Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to non-Specially Serviced Loans), as


 



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applicable shall be required to provide copies to any related Companion Loan Holder (or its Companion Loan Holder Representative)
of any notice, information and report that is required to be provided to the Controlling Class Representative, pursuant to
this Agreement with respect to any Major Decisions within the same time frame such notice, information and report is required
to be provided to the Controlling Class Representative (for this purpose, without regard to whether such items are actually
required to be provided to the Controlling Class Representative under this Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event), and (ii) the Special Servicer shall be required to consult with any related Companion
Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent having received such
notices, information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the related Serviced Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its
Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery
to such related Companion Loan Holder (or its Companion Loan Holder Representative) by the Special Servicer of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class Representative
or the Special Servicer, as applicable, shall no longer be obligated to consult with such related Companion Loan Holder (or its
Companion Loan Holder Representative), whether or not such related Companion Loan Holder (or its Companion Loan Holder Representative)
has responded within such ten (10) Business Day period (unless, the Master Servicer or the Special Servicer, as applicable, proposes
a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).


 


In
addition to the foregoing, with respect to the Kaiser Center Mortgage Loan (prior to the Kaiser Center Companion Loan Securitization
Date) and only for so long as no Consultation Termination Event has occurred or is continuing, the Special Servicer will be required
(i) to provide to the Controlling Class Representative copies of any notice, information and report that it is required to provide
to the Kaiser Center Companion Loan Holder (or its representative) pursuant to this Agreement with respect to any Major Decisions,
within the same time frame it is required to provide its recommendation and analysis on other loans and (ii) the Special Servicer
shall be required to consult with the Controlling Class Representative on a strictly non-binding basis, to the extent having received
such notices, information and reports, the Controlling Class Representative requests consultation with respect to any such Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the related Whole Loan,
and consider alternative actions recommended by the Controlling Class Representative; provided that after the expiration
of a period of ten (10) Business Days from the delivery to the Controlling Class Representative by the Special Servicer of written
notice of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling
Class Representative or the Special Servicer, as applicable, shall no longer be obligated to consult with the Controlling
Class Representative, whether or not the Controlling Class Representative has responded within such ten (10) Business Day period
(unless, the Master Servicer or the Special Servicer, as applicable, proposes a new course of action that is materially different
from the action previously proposed, in which case


 


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such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). The Special Servicer is not obligated at any time to follow
or take any alternative actions recommended by the Controlling Class Representative with respect to the Kaiser Center Whole Loan.


 


Notwithstanding
the consultation rights of the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder
Representative) set forth above in this Section 3.28(d), the Master Servicer or the Special Servicer, as applicable, may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with
respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Loan Holder. In no event
shall the Master Servicer or the Special Servicer, as applicable, be obligated at any time to follow or take any alternative actions
recommended by the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder Representative)
in accordance with this Section 3.28(d); provided, that after the expiration of a period of ten Business Days from the
delivery to the Controlling Class Representative or a related Companion Loan Holder (or its representative) of such items, the
Special Servicer will no longer be obligated to consult with the Controlling Class Representative or such Companion Loan Holder
(or its representative), unless the Special Servicer proposes a new course of action that is materially different from the action
previously proposed; provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate
action is necessary to protect the interests of the Certificateholders, the Special Servicer may take such action without waiting
for such response. Other than with respect to the Kaiser Center Whole Loan, the Special Servicer shall not be obligated at any
time to follow or take any alternative actions recommended by a Companion Loan Holder (or its representative) with respect to
a Serviced Whole Loan. In addition, with respect to the Kaiser Center Whole Loan, the Special Servicer shall not be obligated
at any time to follow or take any alternative actions recommended by the Controlling Class Representative with respect to the
Kaiser Center Whole Loan.


 


(e)          In
addition to the consultation or consent rights of a Companion Loan Holder (or its Companion Loan Holder Representative) provided
in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically) annual
meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably acceptable
to the Special Servicer in which servicing issues related to the related Serviced Whole Loan are discussed.


 


(f)          Upon
receipt of written notice of the transfer of all or a portion of any Serviced Companion Loan, the Master Servicer shall promptly
notify the Special Servicer, the Trustee, the Custodian and the Certificate Administrator of any change in the identity and/or
notice information of any Serviced Companion Loan Holder (or its representative) to the extent the Master Servicer has such information,
such written notice is not also addressed to such applicable party and the Master Servicer has not previously provided such information
thereto; provided that, if the Serviced Companion Loan has been included in an Other Securitization Trust, the Companion
Loan Holder will be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement for purposes
of providing notice(s), reports and any other information to the Companion Loan Holder under this Agreement, unless the notifying


 



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party has received written notice otherwise. Subject to Section 11.04, the Master Servicer may reasonably rely on
the information provided to the Master Servicer regarding the identity and/or contact information of a Serviced Companion Loan
Holder (or its representative). Each of the Special Servicer, the Trustee, the Custodian and the Certificate Administrator shall
be entitled to rely on such information so provided by the Master Servicer.


 


Section 3.29     Appointment
and Duties of the Operating Advisor.


 


(a)          Park
Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)          The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of
Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor as set
forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
and, in the case of a Serviced Whole Loan (other than the Kaiser Center Whole Loan), the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holder(s), constitute a single
lender), and not solely any particular Class of Certificateholders or any Serviced Companion Loan Holder (as determined by
the Operating Advisor in the exercise of its good faith and reasonable judgment) (the “Operating Advisor Standard”).
The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection
with this Agreement.


 


(c)          Prior
to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all information
available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer, assets
on the CREFC® Servicer Watch List and Specially Serviced Loans and (ii) each Final Asset Status Report.


 


(d)          (i) After
the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special Servicer’s
operational practices in light of the Servicing Standard and the requirements of this Agreement, with respect to the resolution
and/or liquidation of the Specially Serviced Loans.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Sections 10.07
and 10.08 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.09
of this Agreement, any Asset Status Report and other information (other than any communications between the Controlling Class Representative
or a Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be
Privileged Information) delivered to the Operating Advisor by the Special Servicer (including any information reasonably requested
by the Operating Advisor), the Operating Advisor shall (if any Mortgage Loans (other than the Kaiser Center Mortgage Loan) were
Specially Serviced Loans during the prior calendar year) prepare and deliver to the Depositor


 



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(which shall, subject to Section 11.13
of this Agreement, deliver such Operating Advisor Annual Report to the Rating Agencies), the Trustee and the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days
of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit R of this Agreement (which form may be modified or altered as to either its organization or
content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement) setting forth the Operating Advisor’s assessment of the Special Servicer’s performance
of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and
liquidation of the Specially Serviced Loans and with respect to each Asset Status Report delivered to the Operating Advisor by
the Special Servicer during the prior calendar year. As used in connection with the Operating Advisor’s annual report, the
term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the
resolution or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under
this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable
consideration by the Operating Advisor of any Assessment of Compliance report, Attestation Report, asset status report and other
information delivered to the Operating Advisor by the Special Servicer (including any information reasonably requested by the
Operating Advisor) (other than any communications between the Controlling Class Representative or any related directing holder,
as applicable, and the Special Servicer that would be Privileged Information) pursuant to the provisions of this Agreement. Subject
to the restrictions in this Agreement, including, without limitation, this Section 3.29, each such Operating Advisor
Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special
Servicer’s obligations under this Agreement with respect to the resolution or liquidation of the Specially Serviced Loans
and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement.
Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator and the Depositor (which
shall, subject to Section 11.13 of this Agreement, deliver such Operating Advisor Annual Report to the Rating Agencies),
and the Certificate Administrator shall promptly upon receipt post such Operating Advisor Annual Report on the Certificate Administrator’s
Website; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event) any annual report produced by the Operating Advisor
no less than ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The
Operating Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received
from the Special Servicer or the Controlling Class Representative. No Operating Advisor Annual Report shall be required from
the Operating Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared
by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition, in the event the Special Servicer
is replaced during the prior calendar year, the Operating


 



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Advisor shall only be required to prepare an Operating Advisor Annual
Report relating to each entity that was acting as the Special Servicer as of December 31 in the prior calendar year and is continuing
in such capacity through the date of such Operating Advisor Annual Report.


 


(e)          Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question such Appraisal Reduction
Amount and/or net present value calculations; provided, however, if the Operating Advisor discovers a mathematical
error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Controlling Class Representative
of such error.


 


(f)           After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of a Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor
to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor
promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall
promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In
connection with this Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations
or the application of the applicable non-discretionary portions of the formulas required to be utilized for such calculation,
the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formulas in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the
Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such
five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate Administrator
may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund. The Certificate Administrator
shall be entitled to conclusively rely on such third-party calculation.


 


(g)          After
the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding
basis) with the Operating Advisor in


 



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connection with any Major Decision and consider alternative actions recommended by the Operating
Advisor, but only to the extent consultation with, or consent of, the Controlling Class Representative would have been required
prior to the occurrence and continuance of such Control Termination Event. Notwithstanding the foregoing, the Operating Advisor
will not have any of the above described consultation or other rights or obligations with respect the Kaiser Center Whole Loan.


 


(h)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions by
the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced
in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section 4.02(a)
of this Agreement.


 


(i)           Subject
to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, Controlling Class Representative or any Companion Loan Holder (or its Companion Loan
Holder Representative) in connection with the exercise of the rights of the Controlling Class Representative or Companion
Loan Holder under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status
Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.


 


(j)           The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the Special Servicer, the Kaiser Center Companion Loan Holder (with
respect to the Kaiser Center Whole Loan) and, unless a Consultation Termination Event has occurred and is continuing, the Controlling
Class Representative (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and the Kaiser Center Whole
Loan) other than pursuant to a Privileged Information Exception.


 


(k)          On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable, pursuant to Section 3.06
or Section 3.06A of this Agreement, as applicable. In addition, the Operating Advisor Consulting Fee shall be
payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation rights.
Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.06 and Section 3.06A of this Agreement (or the Serviced Whole Loan Custodial
Accounts), but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is
actually received from the related Mortgagor. When


 



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the Operating Advisor has consultation rights with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent
with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection
with such Major Decision, but only to the extent not prohibited by the Loan Documents. The Master Servicer or the Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the
Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than
requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the
Operating Advisor prior to any such waiver or reduction.


 


(l)           Notwithstanding
anything in the Agreement to the contrary, the Operating Advisor will not have any of the above described consultation or other
rights or obligations with respect the Kaiser Center Whole Loan or any Non-Serviced Whole Loan.


 


Section 3.30     Rating
Agency Confirmation.


 


(a)          Notwithstanding
the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this
Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and, within 10 Business Days of the Rating Agency Confirmation request being posted
to the Depositor’s 17g-5 Website, such Rating Agency has not granted such request, rejected such request or replied to such
request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation, then such Requesting Party shall be required to promptly request the related Rating
Agency Confirmation again, and if there is no response to either such Rating Agency Confirmation request within five (5) Business
Days of such second request, as applicable, or if such Rating Agency has responded in a manner that indicates such Rating Agency
is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then: (x) with respect to any
condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation
or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below),
the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to the non-Specially
Serviced Loans) or the Special Servicer (with respect to the Specially Serviced Loans and REO Mortgage Loans), as applicable)
shall determine (with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred
and is continuing) or, in the case of the Kaiser Center Whole Loan, with the consent of the Kaiser Center Companion Loan Holder
(or its representative)), and in any event only in the case of actions that would otherwise be Major Decisions), which consent
shall be pursued by the Special Servicer and deemed given if such Controlling Class Representative does not respond within
seven (7) Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination),
in accordance with its duties under this Agreement and in accordance with the Servicing Standard whether such


 



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action would be
in accordance with the Servicing Standard, and if the Requesting Party (or if the Requesting Party is the related Mortgagor, then
the Master Servicer or the Special Servicer, as applicable) determines that such action would be in accordance with the Servicing
Standard, except as provided in Section 3.30(b), then the requirement to obtain a Rating Agency Confirmation shall
not apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered
satisfied if (i) as certified in writing by the replacement master servicer or special servicer, as applicable, Moody’s
has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in any other CMBS transaction that was rated by Moody’s and serviced by the
applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency; (ii) as certified
in writing by the replacement master servicer or special servicer, as applicable, KBRA has not cited servicing concerns of the
applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination,
if KBRA is the non-responding Rating Agency; and (iii)  the applicable replacement Master Servicer or Special Servicer
is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of a Special Servicer),
if Fitch is the non-responding Rating Agency; and (z) with respect to a replacement or successor of the Operating Advisor, such
condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not
cited concerns regarding the replacement operating advisor as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other commercial mortgage-backed securities transaction with respect to which the replacement operating advisor acts as
trust advisor or operating advisor prior to the time of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, the Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating
the nature of the Rating Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating
Agency to process such request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be
provided in electronic format in accordance with Section 11.13(b) and the Master Servicer, the Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to
the Rating Agencies in accordance with Section 11.13(b).


 


Promptly
following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s
or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a)
without receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer,
as applicable) shall provide electronic written notice in accordance with Section 11.13(b) of the action taken for
the particular item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
shall be required to send the


 



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Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).


 


(b)          Notwithstanding
anything to the contrary in Section 3.30(a), for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of
any collateral, any Rating Agency Confirmation requirement in the related Mortgage Loan documents will not apply, even without
the determination referred to in clause (x) of the first paragraph of Section 3.30(a) above by the Requesting
Party or, if the Requesting Party is the related Mortgagor, then by the Master Servicer (with respect to non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans), as applicable, provided that
the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and REO Mortgage Loans), as applicable, shall in any event review the conditions required under the related Loan Documents
with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied).


 


(c)          For
all other matters or actions (i) that are not specifically discussed in clauses (x), (y) or (z) of Section 3.30(a)
above or (ii) that are not the subject of a Rating Agency Declination, the proposed action may not be permitted to proceed
unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With
respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative
or applicable Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency
Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation
with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master Servicer
and the Special Servicer on, and will be deemed to be satisfied or not to apply on, the same terms and conditions applicable to
obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Controlling Class Representative or applicable Certificateholders, as applicable, depending
on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e.,
the master servicer, special servicer, trustee or certificate administrator, if and as applicable), the Rule 17g-5 information
provider for the Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer, Special
Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable Certificateholders, as applicable,
and the applicable parties for the related Other


 



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Securitization Trust), at the expense of the Other Securitization Trust to the
extent not borne by the related Mortgagor, and in such format as the sender and recipient may reasonably agree, (i) the request
for such Companion Loan Rating Agency Confirmation at least two (2) Business Days before it is sent to the applicable Companion
Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement for posting on the Depositor’s 17g-5
Website in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same
time that such materials are forwarded to the Depositor, and (iii) any other materials that the applicable Companion Loan Rating
Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(e)          Each
of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for an Other Master Servicer, an Other Special Servicer, an
Other Trustee, an Other Certificate Administrator and the Rule 17g-5 information provider for an Other Securitization Trust, in
each case to the extent known to it.


 


Section 3.31     General
Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those
of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no
Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall
have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, manager, member, agent or principal thereof for such Companion
Loan Holder’s having so acted in its own interests.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)           (i)  On
each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph
of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any calendar year, the Certificate
Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to Section 3.23
of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each Distribution Date, the amounts
that have been transferred to the Lower-Tier Distribution Account from the Collection Account or as P&I Advances or Compensating
Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on the Lower-Tier Regular Interests to
the Upper-Tier REMIC in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii) of this Agreement.
Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed to the Certificateholders.


 



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(ii)          All
distributions made in respect of interest on any Class of Regular Certificates (other than the Class X Certificates)
and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b),  Section 4.01(d)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made
in respect of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d)
and Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with
the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in
respect of principal of any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ
Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements of Realized Losses
made in respect of any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular
Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest. For the avoidance of doubt, (i) reimbursements of Realized Losses on the Class A-S Certificates
and the Class PEZ Component A-S of the Class PEZ Certificates under this Section 4.01(a) shall be deemed
to have been first distributed in respect of the Class LA-S Interest to the Upper-Tier REMIC in respect of the Class A-S
Regular Interest, (ii) reimbursements of Realized Losses on the Class B Certificates and the Class PEZ Component B of
the Class PEZ Certificates under this Section 4.01(a) shall be deemed to have been first distributed in respect
of the Class LB Interest to the Upper-Tier REMIC in respect of the Class B Regular Interest and (iii) reimbursements
of Realized Losses on the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates under
this Section 4.01(a) shall be deemed to have been first distributed in respect of the Class LC Interest to the
Upper-Tier REMIC in respect of the Class C Regular Interest.


 


On
each Distribution Date, the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution
Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator on behalf
of the Trustee as the holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).


 



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(b)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts on deposit
in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the extent of
Available Funds, and distribute such amounts to the Holders of each Class of Certificates (other than the Exchangeable Certificates)
and to the Exchangeable Distribution Account in respect of the Class PEZ Regular Interests in the amounts and in the order
of priority set forth below:


 


(i)           to
the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B
Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest
Distribution Amounts for those Classes;


 


(ii)          to
the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates in reduction
of the Certificate Principal Amounts thereof in the following priority:


 


(A)          to
the Holders of the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount for such
Distribution Date and the amount necessary to reduce the aggregate Certificate Principal Amount of the Class A-AB Certificates
to the Class A-AB Scheduled Principal Balance for such Distribution Date;


 


(B)          to
the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clause (A) above until the outstanding Certificate Principal Amount of the Class A-1
Certificates has been reduced to zero;


 


(C)          to
the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Amount of
the Class A-2 Certificates has been reduced to zero;


 


(D)          to
the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Amount
of the Class A-3 Certificates has been reduced to zero;


 


(E)          to
the Holders of the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Amount
of the Class A-4 Certificates has been reduced to zero; and


 


(F)          to
the Holders of the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining


 



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after payments pursuant to clauses (A) through (E) above until the outstanding Certificate Principal Amount
of the Class A-AB Certificates has been reduced to zero;


 


(iii)          to
the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, up to an amount
equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class,
plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss
was allocated to such Class;


 


(iv)          to
the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount for the
Class A-S Regular Interest;


 


(v)           to
the Class A-S Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to
all prior clauses, until the Certificate Principal Amount of the Class A-S Regular Interest is reduced to zero;


 


(vi)          to
the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to the Class A-S Regular Interest, plus interest thereon at the Pass-Through Rate for the Class A-S Regular Interest
compounded monthly from the date the related Realized Loss was allocated to the Class A-S Regular Interest;


 


(vii)         to
the Class B Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount for the Class B
Regular Interest;


 


(viii)        to
the Class B Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to
all prior clauses, until the Certificate Principal Amount of the Class B Regular Interest is reduced to zero;


 


(ix)          to
the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to the Class B Regular Interest, plus interest thereon at the Pass-Through Rate for the Class B Regular Interest compounded
monthly from the date the related Realized Loss was allocated to the Class B Regular Interest;


 


(x)           to
the Class C Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount for the Class C
Regular Interest;


 


(xi)          to
the Class C Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the Principal
Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant to
all prior clauses, until the Certificate Principal Amount of the Class C Regular Interest is reduced to zero;


 



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(xii)          to
the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to the Class C Regular Interest, plus interest thereon at the Pass-Through Rate for the Class C Regular Interest compounded
monthly from the date the related Realized Loss was allocated to the Class C Regular Interest;


 


(xiii)         to
the Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts for those Classes;


 


(xiv)        to
the Holders of the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xv)         to
the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xvi)        to
the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
for such Class;


 


(xvii)       to
the Holders of the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xviii)      to
the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xix)         to
the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
for such Class;


 


(xx)          to
the Holders of the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxi)         to
the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 




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(xxii)        to
the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
for such Class;


 


(xxiii)       to
the Holders of the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxiv)      to
the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(xxv)       to
the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
for such Class;


 


(xxvi)      to
the Holders of the Class H Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxvii)     to
the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class; and


 


(xxviii)    to
the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, any amounts remaining in the
Upper-Tier Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments
described in priority (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal
Distribution Amount for such Distribution Date to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB
Certificates, pro rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate
Principal Amounts (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available
Funds will then be allocated as provided in priorities (iii) through (xxviii) above.


 


All
distributions of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to
clause (b)(i) above or Section 4.01(d), shall be deemed to have been made in respect of all the Components of
such Class, pro rata in accordance with the respective amounts of interest that would be payable on such Components on
such Distribution Date based on one-twelfth of the Class X Strip Rate of such Component multiplied by its respective Component
Notional Amount, reduced by its share of any Excess Prepayment Interest


 



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Shortfall for such Distribution Date, together with any
amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)          (i) On
any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date shall
be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i) the group (the “YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A
Certificates and the Class A-S Regular Interest (and correspondingly the Class A-S and Class PEZ Certificates,
pro rata based on their respective percentage interests in the Class A-S Regular Interest) and (ii) the group
(the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of the
Class D and Class X-B Certificates, the Class B Regular Interest (and correspondingly the Class B and Class PEZ
Certificates, pro rata based on their respective percentage interests in the Class B Regular Interest) and the Class C
Regular Interest (and correspondingly the Class C and Class PEZ Certificates, pro rata based on their respective
percentage interests in the Class C Regular Interest), based upon the aggregate amount of principal distributed to the Classes
of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest(s) (and, therefore,
the applicable Classes of Exchangeable Certificates) in each YM Group on such Distribution Date; and (b) as among the respective
Classes of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interest(s) in
each YM Group in the following manner: (1) the holders of each Class of Sequential Pay Certificates (exclusive of the Exchangeable
Certificates) and Class PEZ Regular Interest (and, therefore, the applicable Classes of Exchangeable Certificates) in such
YM Group will be entitled to receive on each Distribution Date an amount of such Yield Maintenance Charge equal to the product
of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of Sequential Pay Certificates
or Class PEZ Regular Interest on such Distribution Date, and the denominator of which is the total amount of principal distributed
to all of the Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interests in
such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of
Certificates or Class PEZ Regular Interest and (z) the portion of such Yield Maintenance Charge allocated to such YM
Group, and (2) the portion of such Yield Maintenance Charge allocated to such YM Group remaining after such distributions
will be distributed to the Class of Class X Certificates in such YM Group.   If there is more than one Class of
Sequential Pay Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest (and, therefore,
the applicable Classes of Exchangeable Certificates) in either YM Group entitled to distributions of principal on any particular
Distribution Date on which Yield Maintenance Charges are distributable to such Class(es) of Certificates and/or Class PEZ
Regular Interest(s), the aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes of Sequential
Pay Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interests (and, therefore, the applicable
Classes of Exchangeable Certificates) up to, and on a pro rata basis in accordance with, their respective entitlements
in those Yield Maintenance Charges in accordance with the first sentence of this paragraph.


 


On
each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further
allocated between and distributed on the Class A-S Certificates and the Class PEZ Component A-S (and correspondingly
on the Class PEZ Certificates), pro rata in proportion to the Class A-S Percentage Interest and


 




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Class A-S-PEZ Percentage
Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular
Interest shall be further allocated between and distributed on the Class B Certificates and the Class PEZ Component
B (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class B Percentage Interest and
Class B-PEZ Percentage Interest, respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect
of the Class C Regular Interest shall be further allocated between and distributed on the Class C Certificates and the
Class PEZ Component C (and correspondingly on the Class PEZ Certificates), pro rata in proportion to the Class C
Percentage Interest and Class C-PEZ Percentage Interest, respectively.


 


After
the Distribution Date on which the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB and Class D Certificates and the Class PEZ Regular Interests have been reduced to zero, all Yield Maintenance
Charges collected with respect to the Mortgage Loans will be distributed pro rata to the Holders of the Class X-B
Certificates.


 


(ii)          Any
Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class PEZ Regular Interests on any Distribution
Date shall be deemed distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests
then receiving a principal distribution, pro rata, based on the respective amounts of those principal distributions.


 


(d)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve Account
and shall distribute such amounts in the following priority:


 


(i)           first,
to the Holders of the Regular Certificates and Class PEZ Regular Interests (in the same order as distributions are made pursuant
to Section 4.01(b) of this Agreement) up to an amount equal to all amounts remaining due and payable on the Regular
Certificates and Class PEZ Regular Interests in accordance with Section 4.01(b) of this Agreement, and any Realized
Loss allocable to such Certificates or Class PEZ Regular Interests, after application of the Available Funds for such Distribution
Date; and


 


(ii)          second,
to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c) of this Agreement.


 


Amounts
paid with respect to the Mortgage Loans from the Excess Liquidation Proceeds Account pursuant to the preceding clause (i) shall
first be deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls
allocated to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously
allocated thereto and payment of other amounts due thereon.


 


(e)          On
each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized Losses
made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced


 



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as a result of Realized
Losses to equal the Certificate Principal Amount of the Class of Corresponding Certificates that will be outstanding immediately
following such Distribution Date.


 


(f)          The
Certificate Principal Amount of each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ
Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent of any Realized
Loss (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments
of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) allocated to such Class of Certificates or Class PEZ Regular Interest on such Distribution
Date. Any such write-offs will be applied to the following Classes of Regular Certificates or Class PEZ Regular Interests
in the following order, until the Certificate Principal Amount of each such Class of Certificates or Class PEZ Regular
Interest is reduced to zero; first, to the Class H Certificates; second, to the Class G Certificates;
third, to the Class F Certificates; fourth, to the Class  E Certificates; fifth, to the Class D
Certificates, sixth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ
Component C, pro rata based on their respective percentage interests therein); seventh, 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); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S
Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and,
finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3
Certificates, (iv) Class A-4 Certificates, and (v)  Class A-AB Certificates based on their respective
Certificate Principal Amounts. Any amounts recovered in respect of any amounts previously written off as Realized Losses will
be distributed to the Classes of Certificates and Class PEZ Regular Interests to which Realized Losses have been allocated
in order of their seniority and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests (and any amounts
so distributed on any Class PEZ Regular Interest shall be deemed to be distributed on the Class of Class A-S, Class B
or Class C Certificates corresponding to that Class PEZ Regular Interest and the corresponding Class PEZ Component
of the Class PEZ Certificates, pro rata based on their respective percentage interests in such Class PEZ Regular Interest).
Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will
not result in an additional reduction in the Certificate Principal Amount of the Class of Certificates or Class PEZ
Regular Interest in respect of which any such reimbursement is made. To the extent any Nonrecoverable Advances (plus interest
thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted
in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, the
amount of such recovery (plus interest thereon that would have accrued on the amount of such recovery had such Certificate Principal
Amount not been reduced in the first place from the time that the Realized Loss relating to such recovery resulted in a write-down
of the Certificate Principal Amount of the applicable Class of Certificates until the time that the recovery of Realized
Loss increased such Certificate Principal Amount) will be added to the Certificate Principal Amount of the Class or
Classes of Regular Certificates (other than the Class X Certificates) or Class PEZ Regular Interest that previously
were allocated Realized Losses, in the same sequential order as distributions pursuant to


 



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Section 4.01(b) of this
Agreement, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Certificates or Class PEZ
Regular Interest (and, to the extent that the Certificate Principal Amount of any Class of Regular Certificates or Class PEZ
Regular Interest is so increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of the Corresponding
Lower-Tier Regular Interest). If the Certificate Principal Amount of any Class of Regular Certificates or Class PEZ
Regular Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed
Realized Losses of such Class of Certificates or Class PEZ Regular Interest (or such Lower-Tier Regular Interest, as
the case may be) shall be decreased by such amount.


 


The
Notional Amount of the Class X-A Certificates and the Class X-A Components will be reduced to reflect reductions of
the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates
and the Class A-S Regular Interest and of the Lower-Tier Principal Balances of the Corresponding Lower-Tier Regular Interests
resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Class X-B Component
will be reduced to reflect reductions of the Certificate Principal Amount of the Class B Regular Interest and of the Lower-Tier
Principal Balance of the Corresponding Lower-Tier Regular Interest resulting from allocations of Realized Losses. The Notional
Amount of the Class X-D Certificates and the Class X-D Component will be reduced to reflect reductions of the Certificate Principal
Amount of the Class D Certificates and of the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest resulting
from allocations of Realized Losses.


 


(g)          All
amounts distributable, or reductions allocable on account of Realized Losses to a Class of Certificates pursuant to this
Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each
such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date other
than the Termination Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five
(5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at
the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution. The Certificate Administrator
shall be responsible for making all distributions on the Certificates contemplated hereunder.


 




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(h)          Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination
Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such
Class of Certificates, on such date a notice to the effect that:


 


(i)           the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of
such Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on
the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided,
however, that the Class R Certificates shall remain outstanding until there is no other Class of Certificates
outstanding.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years
after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder
and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and,
subject to applicable law, distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders
not presenting and surrendering their Certificates in the aforesaid manner.


 


(i)           [Reserved].


 



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(j)          The
Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes of Regular
Certificates, the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ
Component A-S, pro rata based on their respective percentage interests therein), the Class B Regular Interest (and
correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage
interests therein) and the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ
Component C, pro rata based on their respective percentage interests therein), pro rata, based upon the respective
Interest Accrual Amounts with respect to such Classes of Regular Certificates and Class PEZ Regular Interests for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Class X
Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro
rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Regular
Certificates, any Class PEZ Regular Interest or any Component of a Class of Class X Certificates shall be deemed
to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Regular Certificates, Class PEZ
Regular Interest or Component, as applicable.


 


(k)          [Reserved.]


 


(l)           Amounts
distributed on the Class PEZ Regular Interests pursuant to Section 4.01(b) and Section 4.01(d) shall
be further distributed from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set forth
below:


 


(i)           On
each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the
following amounts and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class A-S Certificates in respect of interest, up to an amount equal to the Class A-S
Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(b)(iv),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component A-S, up to an amount
equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular
Interest under Section 4.01(b)(iv);


 


(B)          second,
concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to an amount equal to the Class A-S
Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(b)(v),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component A-S, up to an amount
equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular
Interest under Section 4.01(b)(v); and


 



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(C)          third,
concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S
Regular Interest under Section 4.01(b)(vi), and to the Holders of the Class PEZ Certificates in respect of unreimbursed
Realized Losses on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount
distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(b)(vi).


 


(ii)          On
each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class B Certificates in respect of interest, up to an amount equal to the Class B
Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component B, up to an amount
equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of interest on the Class B Regular
Interest under Section 4.01(b)(vii);


 


(B)          second,
concurrently, to the Holders of the Class B Certificates in respect of principal, up to an amount equal to the Class B
Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component B, up to an amount equal
to the Class B-PEZ Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest
under Section 4.01(b)(viii); and


 


(C)          third,
concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B
Regular Interest under Section 4.01(b)(ix), and to the Holders of the Class PEZ Certificates in respect of unreimbursed
Realized Losses on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount
distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(b)(ix).


 


(iii)          On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed
by the Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 




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(A)          first,
concurrently, to the Holders of the Class C Certificates in respect of interest, up to an amount equal to the Class C
Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component C, up to an amount equal
to the Class C-PEZ Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest
under Section 4.01(b)(x);


 


(B)          second,
concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal to the Class C
Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component C, up to an amount equal
to the Class C-PEZ Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest
under Section 4.01(b)(xi); and


 


(C)          third,
concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal
to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C
Regular Interest under Section 4.01(b)(xii), and to the Holders of the Class PEZ Certificates in respect of unreimbursed
Realized Losses on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount
distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(b)(xii).


 


(iv)          The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections of
this Section 4.01(j) shall be so distributed in a single, aggregate distribution.


 


(m)          The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in respect of
amounts allocated to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed in a
single, aggregate distribution to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class PEZ
Certificates shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls
(including those resulting from Appraisal Reduction Events) that are allocated to the Class PEZ Components pursuant to the
terms of this Agreement.


 



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Section 4.02     Statements
to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)          Based
on information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate
Administrator shall provide or make available a report, including reports in substantially the form attached hereto as Exhibit D
(the “Distribution Date Statement”), setting forth, among other things, the following information:


 


(A)          the
amount of distributions, if any, made on such Distribution Date to the holders of each Class of Certificates (other than
the Class X and Class R Certificates) applied to reduce the respective Certificate Principal Amount thereof;


 


(B)          the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to
(A) Interest Distribution Amount and (B) Yield Maintenance Charges;


 


(C)          the
amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)          the
aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan, as of the related Determination Date;


 


(E)          the
aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or
paid to the Special Servicer in respect of the related Collection Period;


 


(F)          the
aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)          the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Loan Rate of the
outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


(H)          as
of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month,
(B) delinquent two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but are not
delinquent or (E) as to which foreclosure proceedings have been commenced;


 


(I)           the
aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)           with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the
Non-


 






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Serviced Mortgage Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance of
such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value
and date upon which the Appraisal was performed;


 


(K)          as
to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;


 


(L)          with
respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) included in the Trust Fund as of the close
of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the book value of
such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the related Prepayment Period and the portion thereof included in the Available
Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;


 


(M)          with
respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) sold or otherwise disposed of during the
related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
if any, received in respect of such REO Property during the related Prepayment Period, the portion thereof included in the Available
Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;


 


(N)          the
Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest for such
Distribution Date;


 


(O)          any
unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest
after giving effect to the distributions made on such Distribution Date;


 


(P)          the
Pass-Through Rate for each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution Date;


 


(Q)          the
original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount or Notional
Amount, as the case may be, of each Class of Regular Certificates and each Class PEZ Regular Interest immediately before
and immediately after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or Notional
Amount, as the case may be, of each such Class or Class PEZ Regular Interest due to Realized Losses;


 






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(R)          the
Certificate Factor for each Class of Regular Certificates or Class PEZ Regular Interest immediately following such Distribution
Date;


 


(S)          the
Principal Distribution Amount for such Distribution Date;


 


(T)          the
aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)          the
aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Prepayment Period, and any Realized Loss for such Distribution Date;


 


(V)          any
Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


(W)          identification
of any material modification, extension or waiver of a Mortgage Loan;


 


(X)          identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage
Loan Seller;


 


(Y)          the
identity of the Operating Advisor;


 


(Z)          the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property
Royalty License Fee paid with respect to such Distribution Date;


 


(AA)        an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(BB)        the
identity of the Controlling Class;


 


(CC)        the
identity of the Controlling Class Representative; and


 


(DD)        such
additional information as contemplated by Exhibit D to this Agreement.


 


In
the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a
dollar amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum
denomination. The form of any Distribution Date Statement may change over time.


 


On
each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to
each Holder of a Class R Certificate a copy of the


 






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reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in
respect of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed
to have been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the
Code as from time to time in force. Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible
for the accuracy or completeness of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information
in the Prospectus Supplement) or any other third party that is included in any reports, statements, materials or information
prepared or provided by the Master Servicer or the Special Servicer, as applicable.


 


The
Certificate Administrator shall promptly make available via the Certificate Administrator’s Website, to any Privileged Person
(or, in the case of item (vii) below, solely to Certificateholders and Beneficial Owners and provided that the Prospectus
Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred
to below (collectively, the “Public Documents”) will be available to the general public), the following items,
in each case to the extent received by a Responsible Officer of the Certificate Administrator or prepared by the Certificate Administrator
or otherwise delivered to the Certificate Administrator pursuant to the notice requirements of Section 11.04 of this
Agreement or otherwise pursuant to this Agreement:


 


(i)          the
following “deal documents”:


 


(A)          the
Prospectus and the Prospectus Supplement;


 


(B)          this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          CREFC®
Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)         the
following “Commission EDGAR filings”:


 


(A)          any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


 


(iii)        the
following “periodic reports”:


 


(A)          the
Distribution Date Statements;


 


(B)          the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received
or prepared such report or file; and


 


(C)          all
Operating Advisor Annual Reports;


 






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(iv)        the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21 of this Agreement; and


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)          all
Special Notices;


 


(B)          notice
of any modification, amendment or waiver of any term of any Mortgage Loan;


 


(C)          notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee);


 


(F)          any
and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(G)          any
notice of the termination of the Trust;


 


(H)          any
notice of the occurrence and continuance of a Control Termination Event;


 


(I)          any
notice of the occurrence and continuance of a Consultation Termination Event;


 


(J)          the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to
Section 10.08 of this Agreement; and


 


(K)          the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 






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(vi)        the
Investor Q&A Forum; and


 


(vii)       solely
to Certificateholders and Beneficial Owners, the Investor Registry.


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant
to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility
for any information distributed by the Certificate Administrator for which it is not the original source and shall not be required
to recalculate or reverify any of the information provided to it by the Master Servicer. In connection with providing access to
the Certificate Administrator’s internet website, the Certificate Administrator may require registration and acceptance
of a disclaimer and may require a recipient of any of the information set forth above (other than the Public Documents) to execute
a confidentiality agreement (which may be in the form of a web page “click-through”). The Certificate Administrator
shall not be liable for the dissemination of information in accordance with this Agreement. The Certificate Administrator shall
provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number (866) 846-4526.


 


The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders
and each of the Companion Loan Holders shall have received notice of such alternative means (which notice may be given via the
Certificate Administrator’s Website).


 


Any
Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall
be entitled to access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements
and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general
public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate a statement containing the information as to the applicable
Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated for
such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other information
as the Certificate Administrator determines to be necessary to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners may


 






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(i)(a) submit questions to the Certificate Administrator relating to the Distribution Date Statement,
(b) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared
by that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (and Serviced Whole Loans)
or the Mortgaged Properties and (c) submit questions to the Operating Advisor relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report (collectively, “Inquiries”), and (ii) view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating
Advisor, the Master Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following
receipt thereof.


 


Within
a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Operating Advisor, the Master Servicer or the Special Servicer shall be by email to the Certificate
Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt
of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole
discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry (A) would not be
in the best interests of the Trust and/or the Certificateholders, (B) would be in violation of applicable law, this Agreement
or the applicable Loan Documents, (C) would materially increase the duties of, or result in significant additional cost or
expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable,
or (D) would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney
work product or (iii) it is otherwise, for any reason, not advisable to answer, it shall not be required to answer such Inquiry
and, in the case of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate
Administrator. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website
any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications which are not submitted via
the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be attributable only to the
respondent, and no other Person will certify as to the accuracy, or will have any responsibility or liability for the content
of any such information. No party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum. The Certificate
Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and
posting to the Certificate Administrator’s Website.


 


The
Certificate Administrator shall make available to any Certificateholder and Beneficial Owner (other than a Mortgagor, a Manager
of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor) that is a Privileged Person, the Investor
Registry. The “Investor Registry” shall be a voluntary service available on the Certificate


 






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Administrator’s
Website, where Certificateholders and Beneficial Owners can register and thereafter obtain information with respect to any other
Certificateholder or Beneficial Owner that has so registered. Any person registering to use the Investor Registry will be required
to certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate
Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of
such certification to other registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to
enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial Owner notifies the
Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its
registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator
will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise
maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer
for access to the Investor Registry.


 


Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required).
If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon
filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066
for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and
shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the
Class R Certificates may reasonably request.


 


The
specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other
terms of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Beneficial Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is
hereby authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans or Serviced Whole Loan, the Mortgaged Properties or the Trust
Fund as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below
or to the extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall
be entitled to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any
disclaimer it deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses
of such information as it may, in its sole discretion, determine appropriate), (C) the Certificate


 






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Administrator may notify
any Privileged Person of the availability of any such information in any manner as it, in its sole discretion, may determine,
(D) the Certificate Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable
fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly, reproduction or delivery of any
such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute or make available such
Additional Information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate (which
may include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the
investment characteristics or valuation of the Certificates be executed by the recipient, if and to the extent the Certificate
Administrator deems the same to be necessary or appropriate). Nothing herein shall be construed to impose upon the Certificate
Administrator any obligation or duty to furnish or distribute any Additional Information to any Person in any instance, and the
Certificate Administrator shall neither have any liability for furnishing nor for refraining from furnishing Additional Information
in any instance. The Certificate Administrator shall be entitled (but not required) to request and receive direction from the
Depositor as to the manner of delivery of any such Additional Information, if and to the extent the Certificate Administrator
deems necessary or advisable, and to require that any consent, direction or request given to it pursuant to this Section be
made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg
Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited, Thomson
Reuters or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form
of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)          No
later than the Business Day prior to each Distribution Date (other than the first Distribution Date, where only the CREFC®
Loan Periodic Update File will be required), subject to the penultimate paragraph of this subsection (b), the Master
Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer
and Other Master Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the
Special Servicer and the Master Servicer the following reports or information (and any other files as may become adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a
CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification and Corrected Mortgage
Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List and Portfolio
Review Guidelines, (5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except
for the first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC®
Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC®
Delinquent Loan Status Report.


 


No
later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall
deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative
Financial Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding
the preparation of such report for each of the following three periods (but only to the


 






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extent the related Mortgagor is required
by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the
most current available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such
information is in the Master Servicer’s possession); and (c) the “base year” (representing the original
analysis of information used as of the Cut-Off Date).


 


No
later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer
shall deliver to the Certificate Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting
forth certain information with respect to the Mortgage Loans and Mortgaged Properties.


 


The
Master Servicer shall provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup
File within 60 days of the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers
one or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate
pool-wide CREFC® Loan Setup File.


 


In
addition, the Master Servicer (with respect to non-Specially Serviced Loans that are not Non-Serviced Mortgage Loans) or Special
Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage
Loans), as applicable, shall prepare with respect to each Mortgaged Property and REO Property:


 


(i)          Within
30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly
operating statement for the quarter ending December 31, 2015, a CREFC® Operating Statement Analysis Report
(but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter,
provided, however, that any analysis or report with respect to the first calendar quarter of each year will not
be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as
of the date of the Prospectus Supplement, the applicable CREFC® guidelines provide that such analysis or report
with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property
is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and related Companion
Loan Holders by electronic means the CREFC® Operating Statement Analysis Report upon request; and


 


(ii)        Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master
Servicer (with respect to non-Specially Serviced Loans) of an annual operating statement for each calendar year commencing with
the calendar year and ending December 31, 2015, a CREFC® NOI Adjustment Worksheet (but only to the extent
the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide,
such information), presenting the computation to “normalize” the full year net operating


 






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income and debt service coverage
numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special
Servicer or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and related Companion Loan
Holders by electronic means the CREFC® NOI Adjustment Worksheet upon request.


 


The
Certificate Administrator shall deliver or shall cause to be delivered, upon request, subject to Section 11.13 of
this Agreement, to each Rating Agency, to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial
Purchaser and to each Person that provides the Certificate Administrator with an Investor Certification a copy of the CREFC®
Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master
Servicer with respect to any Mortgage Loan or Serviced Whole Loan and delivered to the Certificate Administrator.


 


Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Companion Loan Holder (as to the related Serviced Whole Loan
Custodial Account) and, subject to Section 11.13 of this Agreement, each Rating Agency a statement, setting forth
the status of the Collection Account and each Serviced Whole Loan Custodial Account as of the close of business on such Master
Servicer Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made
by the Master Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer,
specifying the nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or,
in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the
aggregate of deposits into and withdrawals from the Collection Account and each Serviced Whole Loan Custodial Account for each
category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Whole
Loan) the related Companion Loan Holder, upon reasonable request of the Certificate Administrator or any Companion Loan Holder,
any and all additional information relating to the Mortgage Loans or any Serviced Whole Loan in the possession of the Master Servicer
(which information shall be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially
Serviced Loans and REO Properties).


 


Further,
the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The
obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the
possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The
Master Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Special
Servicer to the Master Servicer


 






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pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.


 


The
obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the
possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The
Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the
Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant
to this Agreement.


 


With
respect to each Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information
to the same Persons as described above in this Section 4.02(b) and according to the same time frames as described
above in this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information
from an Other Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


(c)          Not
later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for
each Specially Serviced Loan and REO Property, a CREFC® Special Servicer Loan File. The Special Servicer shall
also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any and all
additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties.


 


The
Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession
of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties.


 


The
Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant
to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on
any website that it has established.


 


With
respect to each Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information
to the extent received from an Other Master Servicer or an Other Special Servicer, as applicable, to the same Persons as described
above in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c),
with reasonable promptness following such Master Servicer’s receipt of such information from an Other Master Servicer under
the applicable Other Pooling and Servicing Agreement.


 


Section 4.03     Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with
all federal


 






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withholding requirements with respect to
payments to Certificateholders and other payees of interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such withholding. In
the event the Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld
to such Certificateholder or payee. Any amount so withheld shall be treated as having been distributed to such Person for all
purposes of this Agreement.


 


Each
Holder, by acceptance of a Certificate, agrees to provide to the Certificate Administrator or the Trust, upon its request, the
FATCA Investor Information, including any W-9 and W-8s, as applicable. In addition, each Holder, by acceptance of a Certificate,
agrees that the Certificate Administrator has the right to withhold any amounts of interest (properly withholdable under law and
without any corresponding gross-up) payable to a Holder that fails to comply with the requirements of the preceding sentence.


 


Section 4.04     REMIC
Compliance.


 


(a)          The
parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify
it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities all
information reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust REMIC
as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and
filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable
provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier REMIC
on IRS Form SS-4 and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811
or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Certificates may
contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust
REMIC for this purpose), together with such additional information as may be required by such IRS Form, and shall update such
information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the
Closing Date to provide any information


 






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reasonably requested by the Master Servicer or the Certificate Administrator and necessary
to make such filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing
returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year
and on an accrual basis.


 


The
Holder of the largest Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC
pursuant to Treasury Regulations Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in
the Class R Certificates larger than that held by any other Holder, the first such Holder to have acquired such Class R
Certificates shall be such tax matters person. The Certificate Administrator shall act as attorney-in-fact and agent for the tax
matters person of each Trust REMIC, and each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof,
is deemed to have consented to the Certificate Administrator’s appointment in such capacity and agrees to execute any documents
required to give effect thereto, and any fees and expenses incurred by the Certificate Administrator in connection with any audit
or administrative or judicial proceeding shall be paid by the Trust Fund.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control
and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action
or omission (as the case may be) would cause the termination of the REMIC status of either Trust REMIC or the imposition
of tax on either Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this
Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision
of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly
required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action
contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall
(i) not allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a),
unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s
expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject either Trust REMIC
to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (c) cause
either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii) not allow either Trust REMIC to receive
income from the performance of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC
(provided, however, that the receipt of any income expressly permitted or contemplated by the terms of this Agreement
shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,” within the
meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier Residual Interest,
or in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee,
the Master Servicer, the


 






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Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator
to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall
cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the
Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably
necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.


 


(b)          The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan
will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates,
provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described
in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is
repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05     Imposition
of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to Certificateholders;
provided that any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or
any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to
time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts
amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator
shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in
excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property
that exceeds the amount in any such reserve shall be retained from Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby
authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount of Available Funds
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by either Trust REMIC
(but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any
such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest
bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or
(ii) the amount of any contribution to either Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d)
and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related
Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal
amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual
interest


 






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and shall distribute such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator
in respect of the Lower-Tier Regular Interests and the Class PEZ Regular Interests until they are fully reimbursed and then
to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on either Trust REMIC
except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that
such breach, act or omission could result in liability under Section 6.03, in the case of the Master Servicer or the
Special Servicer, as applicable, or Section 4.04 or 8.01, in the case of the Certificate Administrator or the
Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer
shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s,
the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the
breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent,
the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts
or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate
Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06     Remittances;
P&I Advances.


 


(a)          On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield Maintenance Charges
applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment Period preceding
such Distribution Date;


 


(ii)        remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available Funds applicable
to the Mortgage Loans (other than the amounts referred to in clause (iii) below and clause (c) of the definition
of “Available Funds”);


 


(iii)       remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee; and


 


(iv)        make
a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account, in an amount
equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any Mortgage Loan
related to a Serviced Whole Loan, but not a Companion Loan) to the extent such amounts were not received on such Mortgage Loan
as of the corresponding Determination Date in the same month as such Master Servicer Remittance Date, except that the portion
of such P&I Advance equal to the CREFC® 


 






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Intellectual Property Royalty License Fee for each such Mortgage Loan
shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®.


 


Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest or
Yield Maintenance Charges or delinquent monthly payments on the Serviced Companion Loans. The amount of interest required to be
advanced in respect of payments on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal (i) the
amount of interest required to be advanced by the Master Servicer without giving effect to such Appraisal Reduction Amount less
(ii) an amount equal to the product of (x) the amount otherwise required to be advanced by the Master Servicer with
respect to such delinquent payment of interest without giving effect to such Appraisal Reduction Amounts, and (y) a fraction,
the numerator of which is the Appraisal Reduction Amount with respect to such Mortgage Loan and the denominator of which is the
Stated Principal Balance as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect the
principal portion of any P&I Advances.


 


Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I
Advance for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance
Rate). The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City
time, on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I
Advance hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made
the P&I Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m.,
New York City time, on such Business Day deposit into the Lower-Tier Distribution Account in immediately available funds an amount
equal to the P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer, the Special Servicer
or the Trustee determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation
hereunder to make P&I Advances that it has made (or, in the case of a determination by the Special Servicer, that the Master
Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special Servicer or
the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person
(i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in
the case of the Trustee, in accordance with its good faith business judgment, and, shall be evidenced by an Officer’s Certificate
as set forth in Section 4.06(b). In making such recoverability determination, such Person will be entitled to consider
(among other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Serviced Whole Loan
as it may have been modified, to consider (among other things) the related Mortgaged Properties in their “as-is”
or then current conditions and


 






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occupancies, as modified by such party’s assumptions regarding the possibility and effects
of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of recoveries. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value estimates
or other information for such purposes.


 


The
determination by the Master Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance
or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, may be conclusively relied upon by the Master Servicer (in the case of such a determination by the Special Servicer)
and the Trustee; provided that this sentence shall not be construed to entitle the Special Servicer to reverse any other
authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that a P&I
Advance constitutes or would constitute a Nonrecoverable Advance. If the Master Servicer has failed to make a P&I Advance
for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable
Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless the Trustee,
in its good faith business judgment, makes a determination prior to the times specified in this Section 4.06 that
such advance would be a Nonrecoverable Advance.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) and Section 3.06A(a)(ii) of this
Agreement and each of the Master Servicer and the Special Servicer hereby covenants and agrees to promptly seek and effect the
reimbursement of such Advances from the related Mortgagors to the extent permitted by applicable law and the related Mortgage
Loan.


 


With
respect to P&I Advances and each Non-Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely
on the “appraisal reduction amount” calculated by an Other Special Servicer or an Other Master Servicer in accordance
with the terms of the applicable Other Pooling and Servicing Agreement.


 


(b)          The
determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan
(or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date
to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination),
the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together
with a copy of any Appraisal of the related Mortgaged Property or REO


 






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Property, as the case may be (which Appraisal shall be an
expense of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person
has received new information, either of which has a material effect on the value and shall have been conducted in accordance with
the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further
accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged
Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys
or similar reports that such Person may have obtained and that support such determination. The Master Servicer and the Special
Servicer shall consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations
as if such amounts were unreimbursed P&I Advances.


 


(c)          With
respect to each Non-Serviced Mortgage Loan, if (1) an Other Master Servicer has determined that a proposed P&I Advance (as
defined in the applicable Other Pooling and Servicing Agreement) with respect to each Non-Serviced Mortgage Loan, if made, or
any outstanding P&I Advance previously made, would be, or is, as applicable, a “nonrecoverable advance,” and an
Other Master Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer
or the Special Servicer has determined that a P&I Advance with respect to each Non-Serviced Mortgage Loan would be a Nonrecoverable
P&I Advance, then none of the Master Servicer or the Trustee shall make any additional P&I Advance with respect to such
Non-Serviced Mortgage Loan until the Master Servicer or the Special Servicer, as applicable, has consulted with an Other Master
Servicer under the applicable Other Pooling and Servicing Agreement and they agree that circumstances with respect to such Mortgage
Loans have changed such that a proposed future P&I Advance or P&I Advance would not be a “nonrecoverable advance.”
With respect to each Non-Serviced Mortgage Loan, if the Master Servicer has determined that a proposed P&I Advance with respect
to such Mortgage Loan, would be a Nonrecoverable Advance, the Master Servicer shall provide the Trustee and an Other Master Servicer
written notice of such determination within two (2) Business Days after such determination was made.


 


In
connection with any Non-Serviced Mortgage Loan, any determination by the Master Servicer for such Non-Serviced Mortgage Loan that
any P&I Advance made or to be made with respect to such Non-Serviced Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto) is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or
the absence of any determinations) made by or on behalf of the related Companion Loan Holder regarding nonrecoverability of debt
service advances on the related Non-Serviced Companion Loan.


 


(d)          If
the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA to the
effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates and
citing servicing concerns with such Master Servicer or the Special Servicer, as applicable, as the sole or material factor in
such rating action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator, and the


 






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Certificate Administrator
shall promptly notify the Companion Loan Holders and the applicable master servicer of any Companion Loan.


 


Section 4.07     Grantor
Trust Reporting.


 


(a)          The
Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)          The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Exchangeable Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate Administrator shall obtain
a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file or cause to
be filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished
to the Holders of the Classes of Exchangeable Certificates, their allocable share of income and expense with respect to the Class A-S
Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets,
the Class PEZ Specific Grantor Trust Assets and proceeds thereof, respectively, as such amounts are received or accrue, as
applicable.


 


(c)          (i)
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. With respect to each Class of Exchangeable Certificates, the Certificate Administrator
is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless it has actual
knowledge to the contrary or the Depositor provides the Certificate Administrator with the identities of the other “middlemen”
that are Certificateholders. The Certificate Administrator will not be liable for any tax reporting penalties that may arise under
the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.


 


(ii)        The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to


 






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the
Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance
of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof
or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will
use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Article
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a)  The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-AB Certificates, the Class X-A Certificates,
the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates,
the Class C Certificates, the Class D Certificates, the Class X-D Certificates, the Class E Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates and the Class R Certificates.


 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)          The
Public Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) shall be issued in minimum denominations
of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class R Certificates)
shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-B
and Class X-D Certificates shall be issued, maintained and transferred only in minimum denominations of authorized initial notional
amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Principal Amount
or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the


 






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Class R Certificates) does
not equal an integral multiple of $1, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Principal Amount or initial Notional Amount, as applicable, that includes the excess of (i) the
initial Certificate Principal Amount or initial Notional Amount, as applicable, of such Class over (ii) the largest
integral multiple of $1 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred
in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(c)          One
authorized signatory shall sign the Certificates for the Certificate Administrator by manual or fax signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate.
The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form
and Registration.


 


(a)          Each
Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Principal Amount of a Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(b)          Unless
and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports
and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository
or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository’s procedures.


 






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(c)          No
transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)          The
Certificates of each Class of the Private Certificates (other than the Class R Certificates) sold in offshore transactions
in reliance on Regulation S under the Securities Act shall initially be represented by a temporary global certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation
S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate
of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable form
set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Principal Amount of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be
increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(ii)        The
Certificates of each Class of Private Certificates (other than the Class R Certificates) offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A shall be represented by a single, global certificate in definitive, fully registered
form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A
Global Certificate”), which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar,
as custodian for the


 






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Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate
Principal Amount of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on
the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(iii)       The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers and the Class R Certificates (collectively, the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth
as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who
shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor
within 90 days of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such
proceeding it is necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in
the case of a Private Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied;
provided, however, that under no circumstances will certificated Private Certificates be issued to beneficial owners
of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or
(ii) above with respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by
the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the
case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions
borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates
as Certificateholders under this Agreement.


 


(e)          If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor
but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate,
subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement.
No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies
with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon
acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided
herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a


 






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continuation
of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book
Entry Certificate issued in exchange therefor or upon transfer thereof.


 


Section 5.03     Registration
of Transfer and Exchange of Certificates.


 


(a)          The
Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates
of each Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate
and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global
Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class,
such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an
equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with
the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be
credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest
in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial
interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the
Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Principal Amount of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Principal Amount of the Temporary Regulation S Global


 






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Certificate by the aggregate Certificate
Principal Amount of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be
credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream,
or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Principal
Amount of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A
Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to
exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the
same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery
thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation
S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11
of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate
in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder
of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate
Principal Amount of the Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest
in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Principal
Amount of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a
beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate
Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer
its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required
to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the
rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the
Certificate Registrar,


 






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as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an
interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited
with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not
the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted
Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and
stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the
Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such
beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Temporary Regulation S Global Certificate
or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Rule 144A
Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Temporary Regulation S Global
Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently
with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial
interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Principal Amount of the Temporary
Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the
Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate
that is being transferred.


 


(f)          Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary
Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate
of the same Class or Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing
the aggregate Certificate Principal Amount of interests in the Temporary Regulation S Global Certificate initially exchanged for
interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the
certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary
Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse
the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Principal


 






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Amount represented thereby
by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other
than a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest
in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled
to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures
of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate
for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate,
duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit,
or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Principal
Amount of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement
(in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J
to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form
of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Principal Amount of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Principal Amount of
the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Principal Amount
of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global
Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof
in the form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially
in the form attached as Exhibit L-4 to this Agreement and (ii) if required by the Certificate Registrar, an opinion
of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under
the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder


 






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desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel
shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).


 


(i)          Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth
in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of clauses (c) through (f) and (h) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, at the case may be)
and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)          If
Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Securities Act, or if a request is made to remove such legend on Certificates, the Private Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A,
Rule 144 or Regulation S under the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates
are not “restricted” within the meaning of Rule 144. Upon provision of such satisfactory evidence, the Certificate
Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(l)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          No
ERISA Restricted Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Code
Section 4975 or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal,
state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a
Plan (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or of applicable Similar Law)
to purchase such ERISA Restricted Certificate or Class R Certificate, other than, in the case of the ERISA Restricted Certificates,
an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates
by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and
III of Prohibited Transaction Class Exemption 95-60 (or, as applicable, would not


 






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constitute a non-exempt violation
of Similar Law). Except in connection with the transfer thereof by an Initial Purchaser or the Depositor, each prospective transferee
of an ERISA Restricted Certificate or Class R Certificate in Non-Book Entry Certificate form shall deliver to the transferor,
the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee a representation letter, substantially
in the form of Exhibit L-3 to this Agreement, stating that the prospective transferee is not and will not be a Plan
or a person acting on behalf of or using the assets of a Plan, other than, in the case of the ERISA Restricted Certificates, an
insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates
by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and
III of Prohibited Transaction Class Exemption 95-60 (or, as applicable, would not constitute a non-exempt violation
of Similar Law). No Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class PEZ, Class C, Class D or Class X-D Certificate and no Certificate which has
ceased to be an ERISA Restricted Certificate (because of the proviso in the definition of “ERISA Restricted Certificate”)
may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or any person acting
on behalf of any such Plan or using the assets of a Plan (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section
3(42) of ERISA, or of applicable Similar Law) to purchase such Certificate, unless (A) the purchaser is an “accredited
investor” within the meaning of Rule 501(a)(1) of the Securities Act and (B) the acquisition, holding and disposition
of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt prohibited transaction under ERISA
or Code Section 4975 (or a similar non-exempt violation of Similar Law). Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall
not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting
as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)        No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto.


 






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In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the applicable Initial Purchasers,
the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the
proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the
form attached as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R
Certificate by any Initial Purchaser in connection with the initial offering of the Certificates, require a statement from the
proposed transferor substantially in the form attached as Exhibit L-2 to this Agreement (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are
false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (n)(ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred


 






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to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 


(iv)        The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


Section 5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security or indemnity as may be
required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the
Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar
and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees and expenses
of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04
shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Registrar,
nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such Beneficial Owner (or prospective transferee).


 


Section 5.06     Appointment
of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a paying agent
for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate
Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master Servicer, to execute and
deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material respects with
this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator that such
Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all times (a) have a rating on its unsecured
long-term debt of at least “A” by Fitch, “A2” by Moody’s and, if rated by KBRA, a rating by KBRA
at least equivalent to “A2” by Moody’s, and (b) have a rating on its unsecured


 






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short-term debt of at least
“P-1” by Moody’s (or have such other rating with respect to which the Rating Agencies have provided a Rating
Agency Confirmation).


 


Section 5.07     Access
to Certificateholders’ Names and Addresses; Special Notices.


 


(a)          If
any Certifying Certificateholder, any Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07,
an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request
states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish
or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)          Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate Administrator
and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the
names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 


(c)          Upon
the written request of any Certifying Certificateholder or Companion Loan Holder that (a) states that such Certificateholder
or Companion Loan Holder, desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such
Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly
stating the reason for the requested contact and (b) provides a copy of the Special Notice which such Certificateholder or
any Companion Loan Holder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate
Administrator’s Website and shall mail such Special Notice to all Certificateholders at their respective addresses appearing
on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering with any such
Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a
Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason
of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.08     Actions
of Certificateholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required,
to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 






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(b)          The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The
Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


 


Section 5.09     Authenticating
Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates.
The Authenticating Agent must be acceptable to the Depositor and must be a corporation organized and doing business under the
laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable
to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business
and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial
Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding
to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the
Certificate Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating
Agent by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to


 






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the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section 5.10     Appointment
of Custodian. The Certificate Administrator may appoint one or more Custodians to hold all or a portion of the Mortgage
Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator
is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give
prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with
the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of
the Certificateholders and the Companion Loan Holders. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt
rating of at least “BBB+” by Fitch, “Baa1” from Moody’s and, if rated by KBRA, a rating by KBRA
at least equivalent to “Baa1” by Moody’s, and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.07 of this Agreement.
Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator
shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed
in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall
maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced
by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with
this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this
Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer
with respect to which the Rating Agencies have provided to the Certificate Administrator a Rating Agency Confirmation. The appointment
of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian,
the Custodian may self-insure.


 


Section 5.11     Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Sixth Street & Marquette, Minneapolis, Minnesota 55479-0113 Attn: Certificateholder Services –
GS 2015-GC32 as its office for such purposes. The Certificate Registrar shall give prompt written notice


 






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to the Certificateholders
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12     Exchanges
of Exchangeable Certificates.


 


(a)          At
all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the
Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively,
in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all
times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components.


 


(b)          On
the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable
Certificates shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth
for such Class in the Preliminary Statement.


 


(c)          Following
the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S
Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable
Certificates may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage
Interest in each Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds
Class PEZ Certificates may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B
Certificates and Class C Certificates that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests
as the Class PEZ Certificates being surrendered.


 


(d)          An
exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered
or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01.
No exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current
Certificate Principal Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and,
to the extent evidencing an interest in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced
to zero as a result of the payment in full of all interest and principal thereon. There shall be no limitation on the number of
exchanges of Exchangeable Certificates authorized pursuant to this Section 5.12. In addition, the Depositor shall
have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator
on the Closing Date.


 


(e)          At
the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable
Certificates (in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates,
in the applicable Exchangeable Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means
set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such
Certificateholder is entitled as set forth in Section 5.12(c).


 






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(f)          In
connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate
Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate
Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable
Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate
Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate
for each Class of Exchangeable Certificates to reflect such reductions and increases.


 


(g)          In
order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by
e-mail at “cts.cmbs.bond.admin@wellsfargo.com” and setting forth the proposed Exchange Date) no later than three (3)
Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business
Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s
letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable
Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal
Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable
Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. The
Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository
to effect the exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second (2nd) Business
Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository for the
corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially
in the form of Exhibit EE.


 


(h)          The
Certificate Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in
any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the
applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution
Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange
shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution
Date. Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability
of the applicable Certificates in the market to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor and the Controlling Class Representative


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master Servicer,
the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the


 






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obligations
specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer and the Operating Advisor shall indemnify
the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund and the Serviced Companion
Loan Holders and hold the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund
and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith,
fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the
case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating
Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein.
The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor, and any employee, manager, member, agent, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any employee, manager, member, agent, director
or officer of either the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss,
liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such
parties (i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of
the Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of
the breach by the Depositor of any of its representations or warranties contained herein.


 


Section 6.02     Merger
or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor. Subject to the following paragraph,
each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in full effect its existence, rights and
good standing as a national banking association, corporation or a limited liability company, as applicable, under the laws of
the state of its organization and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged
Properties are located, to the extent necessary to perform its obligations under this Agreement, or to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this
Agreement.


 


Each
of the Master Servicer, the Special Servicer and the Operating Advisor may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to
commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall
be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer,
the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the


 






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Special Servicer or the Operating
Advisor, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. None of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any of the directors, members, managers, officers,
employees or agents of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any liability
to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other Person for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any such
Person against liability which would be imposed by reason of (i) any breach of warranty or representation by such respective
party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party
in the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective
party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by
any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall
be payable out of the Collection Account or the applicable Serviced Whole Loan Custodial Account if and to the extent with respect
to a Serviced Whole Loan and then out of the Collection Account, provided that, to the extent that the amount relates to
a Serviced Whole Loan, is required under the Co-Lender Agreement to be borne by the holder of a related Companion Loan and is
paid from the Collection Account because funds on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient
to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the
holder of such Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account) against any
loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) incurred
in connection with, or relating to, this Agreement or the Certificates, other than any loss, liability, penalty, fine, forfeiture,
claim, judgment or expense (including reasonable legal fees and expenses) (i) incurred by reason of willful misconduct, bad
faith, fraud or negligence in the performance of obligations or duties hereunder or by reason of negligent disregard of obligations
or duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the
breach by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne
by the party seeking indemnification, without right of reimbursement pursuant to the terms hereof or (iv) which constitutes
an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer or the Operating
Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to any expense or liability for which reimbursement
is not reasonably assured; provided, however, that


 






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the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary
or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable Serviced Whole Loan
Custodial Account if and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided
that to the extent that the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne
by the holder of a related Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Serviced
Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter
use amounts otherwise payable to the holder of such Companion Loan to deposit into the Collection Account the amount so paid from
the Collection Account), and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable,
as provided in Section 3.06 and Section 3.06A of this Agreement.


 


The
Other Master Servicer, an Other Special Servicer, an Other Depositor, an Other Trustee, an Other Certificate Administrator, an
Other Operating Advisor, and any of their respective directors, officers, managers, members, employees or agents (collectively,
the “Other Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the related Co-Lender Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with any legal action relating to each Non-Serviced Mortgage Loan under the applicable Other Pooling and Servicing Agreement or
this Agreement (but excluding any such items allocable to each Non-Serviced Companion Loan), reasonably requiring the use of counsel
or the incurring of expenses other than any losses incurred by reason of any Other Indemnified Party’s willful misfeasance,
bad faith or negligence in the performance of its obligations or duties or by reason of negligent disregard of obligations and
duties under the applicable Other Pooling and Servicing Agreement.


 


Section 6.04     Limitation
on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)          Each
of the Master Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate its
respective duties and obligations under this Agreement; provided that, with respect to any of the Master Servicer, the
Special Servicer or the Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be an
established mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans (or,
in the case of the Operating Advisor, an Eligible Operating Advisor), organized and doing business under the laws of any state
of the United States, the District of Columbia or the United States, authorized under such laws to perform the duties of a servicer
of mortgage loans or of an operating advisor, as applicable, or a Person resulting from a merger, consolidation or succession
that is permitted under Section 6.02 of this of this Agreement and, in the case of a Serviced Whole Loan, under the
related Co-Lender Agreement, and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement


 






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which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, under this
Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency
Confirmation; (iii) the Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04;
(iv) the rate at which the Operating Advisor Fee, the Servicing Fee or Special Servicing Compensation, as applicable (or
any component thereof) is calculated shall not exceed the rate then in effect; and (v) the resigning Master Servicer,
Special Servicer or Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other
party hereto, the Trust and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation,
the purchaser or transferee shall be the successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.


 


(b)          Except
as provided in this Section 6.04, the Master Servicer, the Special Servicer and the Operating Advisor shall not resign
from their respective obligations and duties hereby imposed on them except upon determination that such duties hereunder are no
longer permissible under applicable law; provided that, on and after the time the Trustee receives notice of resignation
by the Master Servicer, the Special Servicer or the Operating Advisor upon determination that such duties hereunder are no longer
permissible under applicable law, the Trustee shall, subject to the terms and provisions of Section 7.02 of this Agreement
as if the resigning party was a Terminated Party, be its successor in all respects in its capacity as Master Servicer, Special
Servicer or Operating Advisor, as applicable, as though the Master Servicer, the Special Servicer or the Operating Advisor, as
the case may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer,
the Special Servicer or Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning
Master Servicer’s, the Special Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee
and the Certificate Administrator.


 


Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or
the Operating Advisor as contemplated herein shall become effective until the Trustee or a successor Master Servicer, Special
Servicer or Operating Advisor shall have assumed the Master Servicer’s, the Special Servicer’s or (except in circumstances
where no successor Operating Advisor is required to be appointed) the Operating Advisor’s responsibilities, duties, liabilities
and obligations hereunder. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such
obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have
been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated
as a shortfall resulting in Realized Losses; provided that, for so long as no Consultation Termination Event has occurred
and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor
Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted
to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 






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If
the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may
reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor
Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning Master Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 6.04.


 


(c)          Notwithstanding
the foregoing, the Operating Advisor may resign from its obligations and duties under this Agreement, without payment of any penalty,
at any time if there are no classes of Sequential Pay Certificates (other than the Class E, Class F, Class G and Class H Certificates)
outstanding and the Class PEZ Certificates are not outstanding; provided that no successor operating advisor shall be required
to be appointed in connection with, or as a condition to, such resignation.


 


Section 6.05     Rights
of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer. The
Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to
Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to
all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such
obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if
reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special
Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public
parent. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such
Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the
Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided
in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer
or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer
(with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer and neither such Person is obligated
to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither
the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the
Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance
of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 






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Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the related Special Servicer, as applicable, in order to enable such requesting party to perform its duties
hereunder, provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates
and information not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section 6.06     Master
Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial
Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an
Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that
(i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s
good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s
or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master
Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Companion Loan Holder to such
action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that it is delivered
pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes
in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator,
upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or
the Special Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator
shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders
(calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer
or its Affiliates) and any affected Companion Loan Holder shall have consented in writing to the proposal described in the written
notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed
to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer
or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke
the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07     Rating
Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited
to, surveillance fees.


 






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Section 6.08     Termination
of the Special Servicer Without Cause.


 


(a)          At
any time prior to the occurrence and continuance of any Control Termination Event, subject to Section 6.08(g) of this
Agreement, the Controlling Class Representative (other than with respect to the Kaiser Center Whole Loan) shall be entitled
to terminate the rights (subject to Section 3.12 and Section 6.03 of this Agreement) and obligations of
the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with
respect to a Serviced Whole Loan, the related Companion Loan Holder. Upon a termination (pursuant to the prior sentence) or a
resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer, subject to Section 6.08(g) of this Agreement, the Controlling Class Representative (other than with respect to the Kaiser Center Whole Loan) shall
appoint a successor to the Special Servicer; provided, however, that (i) such successor will meet the requirements
set forth in Section 7.02 of this Agreement; (ii) the Controlling Class Representative shall (at no expense
to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to
such proposed successor acting as the Special Servicer and (iii) in the case of the appointment of a successor Special Servicer
with respect to a Serviced Whole Loan, the Controlling Class Representative shall (at no expense to the Trust or the related
Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for the related Other
Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation
with respect to such proposed successor acting as the Special Servicer for the related Companion Loan.


 


Solely
with respect to the Kaiser Center Whole Loan, while serviced under this Agreement, the Special Servicer may be replaced by the
Kaiser Center Companion Loan Holder (or its representative), with or without cause, provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02 of this Agreement; (ii) the Kaiser Center Companion
Loan Holder (or its representative) shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and
the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as the Special Servicer.


 


Following
the occurrence and during the continuance of a Control Termination Event, and subject to Section 6.08(g) of this Agreement,
upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of the Certificates
requesting a vote to terminate and replace the Special Servicer (other than with respect to the Kaiser Center Whole Loan) with
a proposed successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery
by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the termination
of such existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket
costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate
Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on its internet website
and by mailing at their addresses appearing in the Certificate Register. Upon the written direction of (a) Holders of Certificates
evidencing at least 75% of the Voting Rights of the Certificates or (b) Holders of Non-Reduced Certificates evidencing more


 






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than 50% of the Voting Rights of each Class of Non-Reduced Certificates, subject to Section 6.08(g) of this Agreement
(considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ
Component of the same alphabetical designation as a single “Class” for such purpose), the Trustee shall terminate
all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and
obligations of the Special Servicer (other than with respect to the Kaiser Center Whole Loan) under this Agreement, and the proposed
successor Special Servicer shall succeed to the duties of the Special Servicer all as if a removal and replacement were occurring
pursuant to Section 7.01 and Section 7.02 of this Agreement; provided that if such written direction
is not provided within 180 days of the initial request for a vote to terminate and replace the Special Servicer, then such
written direction shall have no force and effect. The provisions set forth in the foregoing sentences of this Section 6.08(a) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. As
between the Special Servicer (other than with respect to the Kaiser Center Whole Loan), on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Special Servicer.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may
register to receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting such notices.


 


(b)          At
any time after the occurrence and during the continuance of a Consultation Termination Event and subject to Section 6.08(g) of this Agreement, if the Operating Advisor determines that the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee
and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided
that in no event shall the information or any other content included in such written recommendation contravene any provision of
this Agreement) detailing the reasons supporting its position (along with relevant information justifying its recommendation)
and recommending a replacement special servicer meeting the applicable requirements of this Agreement, which recommended special
servicer has agreed to succeed as the Special Servicer if appointed in accordance herewith (other than with respect to the Kaiser
Center Whole Loan). In such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate
Administrator’s Website and by mail send notice to all Certificateholders, asking them to vote whether they wish to remove
the Special Servicer (other than with respect to the Kaiser Center Whole Loan). Upon (i) the written direction of Holders
of each Class of Non-Reduced Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class of
Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together
with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose) within
180 days of the initial request for a vote and (ii) receipt of Rating Agency Confirmation from each Rating Agency by
the Certificate


 






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Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) subject to Section 6.08(g) of this Agreement, terminate all of the rights and obligations of the Special Servicer under this Agreement (other than with
respect to the Kaiser Center Whole Loan) and appoint the recommended applicable successor Special Servicer and (ii) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and
expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund
Expense. If the Certificate Administrator does not receive the required written direction contemplated by clause (i) of the second
preceding sentence within 180 days of the initial request for such vote, then the Trustee shall have no obligation to remove
the Special Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated
Special Servicer with respect to any termination pursuant to this Section 6.08(b).


 


(c)          In
no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former
Operating Advisor. Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable
to special servicers contained in this Agreement and, in the case of a Serviced Whole Loan, in the related Co-Lender Agreement,
(ii) is not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor
in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation
by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive
any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)          The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, any initial Special Servicer specified in Section 3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of the Special Servicer shall be paid by the Controlling Class Representative or Certificateholders
or Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)          No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section 11.13 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation
and, if a Serviced Whole Loan or any related REO Property is involved, each related Companion Loan Rating Agency has delivered
to the Trustee and the 


 






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Certificate Administrator and their respective counterparts with respect to the Other Securitization Trust
a Companion Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


 


(f)          Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


 


(g)          In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and
the Serviced Whole Loans for which it is the Special Servicer and the proceeds thereof, other than any rights the Special Servicer
may have hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including
without limitation the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance
Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods
prior to the date of such termination and the right to the benefits of Section 6.03 of this Agreement and the right
to receive ongoing Workout Fees in accordance with the terms hereof).


 


(h)          If
a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related REO Property in accordance with
Article VII such that there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly requires
otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance
of such duties and obligations, the term “Special Servicer” shall mean the applicable Serviced Whole Loan Special
Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related REO Property, and shall
mean the Pool Special Servicer (as defined below in subsection (i)), in all other cases (provided, that in Section 3.15 and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Serviced Whole Loan Special
Servicer and the Pool Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds,
documents, instruments and/or other items, the term “Special Servicer” shall mean the applicable Serviced Whole Loan
Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced
Whole Loan or any related REO Property, and shall mean the Pool Special Servicer, in all other cases; (iii) when used in
the context of granting the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the
Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall mean the Pool
Special Servicer only; (iv) when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders the term “Special Servicer”
shall mean the Pool Special Servicer or the applicable Serviced Whole Loan Special Servicer, if applicable; (v) when used in the
context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the
term “Special Servicer” shall mean each of the Serviced Whole Loan Special Servicer and the applicable Pool Special
Servicer as defined herein; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising
any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and


 






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obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the applicable Serviced Whole Loan Special Servicer or the Pool Special Servicer, as applicable.


 


(i)          References
in this Agreement to “Pool Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the applicable Mortgage Loans (exclusive of any Serviced Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto).


 


Section 6.09     The
Controlling Class Representative.


 


(a)          For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled
to (1) advise the Special Servicer with respect to all Specially Serviced Loans (other than the Kaiser Center Mortgage Loan),
(2) advise the Special Servicer with respect to non-Specially Serviced Loans (other than the Non-Serviced Loans and the Kaiser
Center Mortgage Loan) as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special
Servicer for a Major Decision, and (3) with respect to any Non-Serviced Mortgage Loan, exercise consultation and consent rights
(if any) and attend annual meeting with an Other Master Servicer and an Other Special Servicer, in each case, to the extent the
holder of a Non-Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement. In addition, notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to Section 6.09(b) and the second
and third paragraphs of this Section 6.09(a), both (a) the Master Servicer shall not be permitted to take any of the
actions constituting a Major Decision unless it has obtained the consent of the Special Servicer, who shall have 15 Business Days
(or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date that the Special Servicer
receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major Decision (provided that, if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such Major Decision
within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented to
such Major Decision) and (b) for so long as no Control Termination Event has occurred and is continuing, the Special Servicer
shall not be permitted to consent to the Master Servicer’s taking any of the actions constituting a Major Decision nor will
the Special Servicer itself be permitted to take any of the actions constituting a Major Decision as to which the Controlling
Class Representative has objected in writing within ten (10) Business Days (or, in the case of a determination of an Acceptable
Insurance Default, twenty (20) days) after receipt of the written recommendation and analysis from the Special Servicer; provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day period or twenty (20)
day period, as applicable, then the Controlling Class Representative will be deemed to have approved such action; provided further, that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or
any other matter requiring consent of the Controlling Class Representative prior to the occurrence and continuance of a Control
Termination Event in this Agreement, is necessary to protect the interests of the Certificateholders and, with respect to any
Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such


 






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Certificateholders and related Companion
Loan Holder(s) constituted a single lender, taking into account the subordinate nature of the related Subordinate Companion Loan),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the Controlling Class Representative’s
(or, if applicable, the Special Servicer’s) response. The Special Servicer is not required to obtain the consent of the
Controlling Class Representative for any Major Decision following the occurrence and during the continuance of a Control
Termination Event; provided that, after the occurrence and during the continuance of a Control Termination Event, the Special
Servicer shall consult (on a non-binding basis) with the Controlling Class Representative (until the occurrence and continuance
of a Consultation Termination Event) and the Operating Advisor in connection with any Major Decision and consider alternative
actions recommended by the Controlling Class Representative and the Operating Advisor, but only to the extent such consultation
with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance
of such Control Termination Event.


 


In
addition, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan or Serviced
Whole Loan, as applicable, as the Controlling Class Representative may deem advisable or as to which provision is otherwise
made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection, advice or consultation contemplated
by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer to violate any
provision of any Loan Documents, applicable law, this Agreement or the REMIC Provisions, including without limitation each of
the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities hereunder or cause the Master
Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or
the Special Servicer is not in the best interests of the Certificateholders and/or the Companion Loan Holders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative
or any advice from the Controlling Class Representative would otherwise cause the Special Servicer or Master Servicer, as
applicable, to violate the terms of any Loan Documents, the intercreditor agreement, applicable law, the REMIC Provisions or this
Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to
Section 11.13 of this Agreement, the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of the Controlling Class Representative that does not violate any law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The
Controlling Class Representative will have no liability to the Trust Fund or Certificateholders for any action taken, or
for refraining from the taking of any action, pursuant


 






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to this Agreement, or for error in judgment; provided, however,
that the Controlling Class Representative will not be protected against any liability to any Controlling Class Certificateholder
that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or
by reason of negligent disregard of obligations or duties.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Controlling Class Representative may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates; (ii) the Controlling Class Representative may act solely in the interests of
the Holders of the Controlling Class; (iii) the Controlling Class Representative does not have any liability or duties
to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Representative
may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or
more other Classes of Certificates; and (v) the Controlling Class Representative shall have no liability whatsoever
(other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph,
and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director,
member, officer, employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however,
that the rights of the Controlling Class Representative are subject to the intercreditor agreement.


 


(b)          Notwithstanding
anything to the contrary contained herein: (i) after the occurrence and during the continuance of any Control Termination
Event, the Controlling Class Representative shall have no right to consent to any action taken or not taken by any party
to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer
and any other applicable party shall consult with the Controlling Class Representative in connection with any action to be
taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence and during the continuance
of a Consultation Termination Event, the Controlling Class Representative shall have no consultation or consent rights hereunder
and no right to receive any notices, reports or information (other than notices, reports or information required to be delivered
to all Certificateholders) or any other rights as Controlling Class Representative.


 


(c)          Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions from a Companion Loan Holder that would cause any one of them to violate applicable law, the terms of
the related Serviced Whole Loan, the related Co-Lender Agreement, this Agreement, including the Servicing Standard, or the REMIC
Provisions or that would (i) expose the Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller, the
Trust Fund, the Trustee, the Operating Advisor, the Certificate Administrator or their respective Affiliates, officers, directors,
managers, members, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s
or the Special Servicer’s


 






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responsibilities, or (iii) cause the Master Servicer or the Special Servicer to act, or fail
to act, in a manner that is not in the best interests of the Certificateholders or the Servicing Standard.


 


(d)          Each
Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Administrator and to notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the beneficial
ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or
removal thereof. Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative
is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest
in a Control Eligible Certificate) to notify the Certificate Administrator when such Certificateholder (or Beneficial Owner) or
designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the
Certificate Administrator shall notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the
identity of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial
Owner of a Control Eligible Certificate. In addition, upon the request of the Master Servicer, the Special Servicer, the Operating
Advisor or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis):


 


(i)          the
identity of the then-current Controlling Class and a list of the Controlling Class Certificateholders; provided that,
if any Controlling Class Certificateholder is listed as being the Depository, then the Certificate Administrator shall promptly
request from the Depository the list of Beneficial Owners of the Controlling Class (at the expense of the Trust if such expense
arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent
or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection
with its obligation under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual
Report to the Controlling Class Representative, and otherwise at the expense of the requesting party), and the Certificate
Administrator shall provide such list to the requesting party promptly upon receipt; provided, further that, if
any Controlling Class Certificateholder is listed as the Depository and a Responsible Officer of the Certificate Administrator
has actual knowledge of the identity of the related Beneficial Owner, then the Certificate Administrator shall include such Beneficial
Owner in the list provided to any requesting party pursuant to this clause (i);


 


(ii)        for
so long as no Consultation Termination Event has occurred and is continuing, the identity of the Controlling Class Representative
and applicable contact information; and


 


(iii)       confirmation
as to whether a Control Termination Event has occurred in the previous calendar year preceding any such request, to such requesting
party, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee shall be entitled to rely on such
information so provided by the Certificate Administrator.


 






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In
the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact Seer Capital Partners Master
Fund L.P., or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and
determine whether such entity is the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after
such change in Controlling Class) by Certificate Principal Amount. If at any time that Seer Capital Partners Master Fund L.P.
or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the Holder (or Beneficial
Owner) of at least a majority of the Controlling Class by Certificate Principal Amount and the Certificate Administrator has neither
(i) received notice of the then-current Controlling Class Certificateholders (or, in the case of book entry certificates,
Beneficial Owners) of at least a majority of the Controlling Class by Certificate Principal Amount nor (ii) received notice
of a replacement Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation
Termination Event shall be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator
receives either such notice.


 


Upon
receipt of notice of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice
thereof to each other party to this Agreement.


 


(e)          Once
a Controlling Class Representative has been selected pursuant to clause (c) above, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder
(or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders
of the Controlling Class, by Certificate Principal Amount, or such Controlling Class Representative shall have notified the
Certificate Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation
of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon receipt of
written notice of, or actual knowledge by a Responsible Officer of, the resignation of a Controlling Class Representative,
the Certificate Administrator shall request the Certificateholders of the Controlling Class to select a new Controlling Class Representative.


 


(f)          If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed
of any change in the identity of the related Beneficial Owner from time to time.


 


(g)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)          Notwithstanding
anything to the contrary contained herein, during such time as the Class E Certificates is the Controlling Class, the Holder
of more than 50% of the


 






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Controlling Class Certificates (by Certificate Principal Amount) may waive its right to act as or
appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative
or to cause the exercise of the rights of the Controlling Class Representative as set forth in this Agreement by irrevocable
written notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating
Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”).
Any such waiver shall remain effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to
have occurred and shall be deemed to continue, with respect to such Holder and such Class until such time as the Opting-Out
Party (i) sells a majority of the Class E Certificates (by Certificate Principal Amount) to an unaffiliated third party
and (ii) certifies to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating
Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class E Certificates
that it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out
Party retains no direct or indirect economic interest in the Class E Certificates (such sale and certification, a “Class E
Transfer”). Following any such Class E Transfer, the successor holder of more than 50% of the Controlling Class Certificates
(by Certificate Principal Amount) shall again have the rights of the Controlling Class Representative as set forth herein
(including the rights to appoint a Controlling Class Representative or cause the exercise of the rights of the Controlling
Class Representative) without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder
shall also have the right as provided in this Section 6.09(h) to irrevocably waive its rights to act as or appoint
a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or to cause
the exercise of the rights of the Controlling Class Representative as set forth in this Agreement. No such successor Certificateholder
described above in this paragraph shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the Class E Transfer and had not also become a Corrected Mortgage Loan prior to such Class E Transfer
until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.


 


(i)          Notwithstanding
the foregoing described rights of the Controlling Class Representative, in the case of the Kaiser Center Whole Loan, only the
Kaiser Center Companion Loan Holder (or its representative) may exercise the consent and approval rights of the Controlling Class
Representative described in this Section 6.09, it will be unaffected by the occurrence of a Control Termination Event
or a Consultation Termination Event, and it will have such additional rights pursuant to the related Co-Lender Agreement.


 


Article
VII



DEFAULT


 


Section 7.01     Servicer
Termination Events.


 


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


 


(i)          (A) any
failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection Account
or any Serviced


 






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Whole Loan Custodial Account or to any Companion Loan Holder on the day and by the time such deposit or remittance
is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any
failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account
any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on
the relevant Distribution Date; or


 


(ii)        any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any Serviced Whole Loan Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)       any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure
to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes
or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the
Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights (considering each Class of
the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical
designation as a single “Class” for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided,
however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer or the Special
Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days; provided
that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day
period and has certified that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(iv)        any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Companion Loan Holder and
which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and
the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights; or, if affected thereby, by a Serviced
Companion


 






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Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days;
provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the
initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure; or


 


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


 


(vi)        the
Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its
property; or


 


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


 


(viii)      either
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (i) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (ii) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or
(ii), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material
factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been
withdrawn by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within
60 days of such event); or


 


(ix)        with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating or, with respect to any
Special Servicer, the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from
Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating, as the case may be; or


 






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(x)          the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall fail
to deliver during any period in which the Trust or the Other Securitization Trust is subject to the reporting requirements of
the Exchange Act the items required to be delivered by this Agreement to enable the Certificate Administrator, Depositor or Other
Depositor or Other Exchange Act Reporting Party to comply with the Trust’s reporting obligations under the Exchange Act
within (a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply
with Article X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply
with Article X (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(ix) shall be terminated at the direction of the Depositor);


 


then,
and in each and every such case, so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee
may or (ii) upon the written direction of the Holders of at least 25% of the aggregate Voting Rights of all Certificates
(or, solely in the case of the related Serviced Whole Loan, at the direction of an affected Companion Loan Holder) to the Trustee,
then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the
contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii),
(iv), (viii) and/or (ix) above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, the holder
of a Serviced Companion Loan or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event
with respect to the related Serviced Companion Loan and the holder of any related Serviced Companion Loan shall: (i) in the case
of any such failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with
respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such
failure, default or event on the part of the Special Servicer, be able to require termination of the Special Servicer with respect
to, but only with respect to, the related Serviced Whole Loan.


 


In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
the Master Servicer shall also be terminated as Special Servicer.


 


(b)          If
the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event
under Section 7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant
to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials within
five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as Master Servicer
hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request
for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided
by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage
Loans and the Serviced Whole Loans under this Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.02 (any such Person so qualified, a “Qualified Bidder”) or,
if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders;
provided that, the Master


 






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Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement. The offer proposal shall require any Successful
Bidder (as defined below), as a condition of such offer, to enter into this Agreement as successor Master Servicer, and to agree
to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee shall select
the Qualified Bidder with the highest cash offer (the “Successful Bidder”) to act as successor Master
Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from each
Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the offer process
described above (but subject to the above-described 45-day time period) until such confirmation is obtained. The Trustee
shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no
later than 45 days after notice of the termination of the Master Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash offer received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such offer and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to
Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred
by the Trustee in connection with such offer process and the Trustee shall have no further obligations under this Section 7.01(b).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)          In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and
the proceeds thereof, other than any rights the Master Servicer or the Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt
by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the


 






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Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that
it is a Certificateholder) or the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Whole Loans and related documents,
or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the
Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the
successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this
Agreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant
to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder
to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting
the termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master
Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Serviced
Whole Loan Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans
and Serviced Whole Loan, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may
include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided
in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic
form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs
and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special
Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor
Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors,
ground lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer,
as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or
Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master
Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense
shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability
for such expenses.


 


(d)          Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master
Servicer affects a Companion Loan Holder of a Serviced Whole Loan and the Master Servicer is not otherwise terminated in accordance
with


 






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Section 7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only
the Companion Loan, the Master Servicer may not be terminated in accordance with Section 7.01(c), but, at the written
direction of the Companion Loan Holder, the Master Servicer will be required to appoint, within 30 days of such direction, a sub-servicer
(or, if any Serviced Whole Loan is currently being sub-serviced, to replace, within 30 days of such direction, the then current
sub-servicer with a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction
of a Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain at its own expense
a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency, which shall be delivered and addressed to
the related Companion Loan Holder and to the Trustee. The related sub-servicing agreement shall provide that any sub-servicer
appointed by the Master Servicer at the direction of a Companion Loan Holder in accordance with this Section 7.01(d)
shall be responsible for all duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of
the Master Servicer under this Agreement with respect to the related Serviced Whole Loan, except that the Master Servicer shall
be entitled to retain a portion of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Whole Loan calculated
at 0.0025% per annum with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a)
may be terminated without cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to
become the master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the event that any Serviced
Whole Loan is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing
and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer
appointed by the Master Servicer at the direction of a Companion Loan Holder in accordance with this Section 7.01(d)
shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer
and obtain a Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master
Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d), the terminated Master Servicer
that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible
for all costs incurred in connection with such termination, including the payment of any termination fee.


 


In
no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Servicer Termination
Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received written notice
thereof or has actual knowledge thereof.


 


(e)          If
the Trustee, the Certificate Administrator or the Master Servicer has received written notice from Moody’s, Fitch or KBRA
that the Master Servicer no longer is an approved master servicer then such party shall promptly notify the others and the Special
Servicer, and the replacement Master Servicer shall notify the related Companion Loan Holder of the same.


 






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Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer
receives a notice of termination pursuant to Section 7.01, the Trustee shall be its successor in all respects in
its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for
herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and
liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special Servicer by the terms and
provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties,
liabilities or obligations with respect to any act or omission of the Master Servicer or the Special Servicer and
(ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated
Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered
a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be
indemnified to the full extent provided the Master Servicer or the Special Servicer, as applicable, under this Agreement
prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master
Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer
which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for
any of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related
document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for
any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of
this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Whole Loan hereunder. As
compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the
Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and the
Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or the Special
Servicer would have been entitled if the Master Servicer or the Special Servicer, as applicable, had continued to act
hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any
amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall
be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances
and interest shall have been repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the aggregate Voting
Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with
respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has been obtained (at the
expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the
expense of the Trust Fund), as the successor to the Master Servicer or Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer
hereunder; provided that, (i) solely with respect to the Kaiser Center Whole Loan, while serviced under this
Agreement, the Kaiser Center Companion Loan Holder (or its representative) will have the right to approve a successor to the
Special Servicer and (ii) for so long as no Control Termination Event has occurred or is continuing the Controlling
Class Representative shall have the right to


 






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approve any such successor Special Servicer (other than with respect to the
Kaiser Center Whole Loan). No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be
effective until the assumption by such successor of all the Master Servicer’s or the Special Servicer’s
responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer (or the Special
Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law
from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to
the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such
capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans and Companion Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further,
that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder,
additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be
treated as Realized Losses; provided, further that, for so long as no Consultation Termination Event has
occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment
of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the
Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it
may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor
Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor
to the terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03          Notification
to Certificateholders.


 


(a)          Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, to the Companion Loan Holders and, subject to Section 11.13 of this Agreement,
to each Rating Agency.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders
of Certificates, any affected Companion Loan Holder (to the extent the Certificate Administrator has received the notice information
for such Companion Loan Holder after a request therefor) and, subject to Section 11.13 of this Agreement, to each
Rating Agency notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such


 






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Servicer Termination
Event or Operating Advisor Termination Event shall have been cured or waived.


 


Section
7.04     Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,
in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute
to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders
and the Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings
and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or the Special Servicer, as applicable, fails to remedy, after the presentation
of reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Serviced Whole Loan Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved
of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section
7.05     Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates evidencing
not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part
of the Special Servicer, with respect to the related Serviced Whole Loan only, by each affected Companion Loan Holder) may, on
behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, the Special Servicer
or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder
and its consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect
to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Serviced Whole Loan Custodial Account
or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon
any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor
Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the
Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate
Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed
by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed
to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under
any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this


 






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Agreement may be waived only by all of the Certificateholders
of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(ix) of this Agreement may
be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each
Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Companion
Loan Holder related to a Serviced Whole Loan (if adversely affected thereby) does not wish to waive that Servicer Termination
Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Companion Loan Holder
will be entitled to request that the Master Servicer appoint, within 60 days of the applicable Companion Loan Holder’s request,
a sub-servicer (or, if the applicable Serviced Whole Loan is currently being subserviced, to replace, within 60 days of the
applicable Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer) with respect to the applicable
Serviced Whole Loan. In connection with the Master Servicer’s appointment of a sub-servicer at the request of a Companion
Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from
each Rating Agency at the expense of the Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer
appointed by the Master Servicer at the request of a Companion Loan Holder in accordance with this Section 7.05 shall
be responsible for all duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master
Servicer under this Agreement with respect to the applicable Serviced Whole Loan, except that the Master Servicer shall be entitled
to retain a portion of the master servicing fee for the related Mortgage Loan calculated at 0.0025% per annum. Such Sub-Servicing
Agreement (a) may be terminated without cause and without the payment of any fee and (b) shall also provide that such
sub-servicer shall become the master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the
event that any Serviced Whole Loan is no longer to be serviced and administered hereunder, which separate servicing agreement
shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Whole Loan and the
related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder.
Such sub-servicer (a) may be terminated without cause and without the payment of any fee and (b) shall meet the requirements
of Section 3.01 of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Companion
Loan Holder in accordance with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall
be required to promptly appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation, which shall be delivered
and addressed to the related Companion Loan Holder and to the Trustee, has been obtained at the expense of the applicable resigning
or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer
fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and
that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated
Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall
be responsible for all


 






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costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06          Termination
of the Operating Advisor.


 


(a)          An
“Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:


 


(i)           any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all
then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within
such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)          any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)         any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
30 days;


 


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


 


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


 


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


 






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Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website and
by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination
Event shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been
remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing not less
than 25% of the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and
obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything
herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and
the Trustee of any Operating Advisor Termination Event of which the Depositor becomes aware.


 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that
is an Eligible Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator
shall promptly provide written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such
notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the
Certificate Register and to the Operating Advisor. Upon the written direction of holders of Certificates evidencing more than
50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided that Holders of at
least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee shall terminate all
of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued
prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination))
by notice in writing to the Operating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b)
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The
Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions.
As between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled
in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may
access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to
receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that
the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses
of posting such notices.


 


(c)          On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be


 






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terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding any resignation under the circumstances
contemplated in Section 6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee
delivers such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor
that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed
Operating Advisor in the case of a termination pursuant to Section 7.06(b) of this Agreement; provided, however,
that if the Trustee is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates
shall be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class Representative
and each Certificateholder within one Business Day of such appointment. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of the Operating Advisor shall not be subject to the vote, consent or approval of the holder
of any Class of Certificates.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c),
which successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable
to find a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be
permitted to find a replacement. In the event the Operating Advisor is either (i) required to resign due to the Depositor,
the Master Servicer, the Special Servicer, a Sponsor or an Affiliate thereof becoming the Operating Advisor or (ii) terminated
pursuant to this Section 7.06, then, unless and until a replacement Operating Advisor is appointed, no party shall
act as the Operating Advisor and the provisions in this Agreement relating to consultation with respect to the Operating Advisor
shall not be applicable until a replacement Operating Advisor is appointed hereunder.


 


Notwithstanding
the foregoing, if there are no classes of Sequential Pay Certificates (other than the Class E, Class F, Class G and
Class H Certificates) are outstanding and the Class PEZ Certificates are not outstanding, then the Controlling Class Representative
may terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations
that accrued prior to such termination, including accrued and unpaid compensation and indemnification rights that arose out of
events that occurred prior to such termination) without the payment of any termination fee, provided, however, that the Operating
Advisor shall continue to receive the Operating Advisor Fee until the termination of the Trust Fund.


 


(d)          Upon
any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as
possible, give written notice


 






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thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall,
as soon as possible, give written notice thereof to the Certificateholders), the Depositor and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this
Agreement, each Rating Agency. In the event that the Operating Advisor is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination).


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01          Duties
of the Trustee and the Certificate Administrator.


 


(a)          The
Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as
a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate
Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement
and no permissive right of the Certificate Administrator shall be construed as a duty.


 


(b)          Each
of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on
their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however,
that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith.
If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee
or the Certificate Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected
to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator
(if the Certificate Administrator requested the corrected instrument or upon direction from the Trustee if the Trustee requested
the corrected instrument) will provide notice thereof to the Certificateholders.


 


(c)          Neither
the Trustee, the Certificate Administrator nor any of their respective officers, directors, managers, members, employees, agents
or “control” persons within


 






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the meaning of the Securities Act shall have any liability arising out of or in connection
with this Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement
shall be construed to relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith; and provided,
further, that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after
the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator
shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in
the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator,
as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon any resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee
or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement without responsibility
for investigating the contents thereof;


 


(ii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as applicable, under this Agreement;


 


(iv)         Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, agents
or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is
not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected
other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial
or other agreement, or any act or omission of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor
or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is


 






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incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained in Section 2.07 or Section 2.08, as applicable, herein; provided, however, that
the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder
which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder; and


 


(vi)         Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the
Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports or other information when and as required to be delivered to the Trustee
or the Certificate Administrator, as applicable, pursuant to Section 4.02(b) of this Agreement (other than the CREFC®
Total Loan Report, the CREFC® Advance Recovery Report, the CREFC® Comparative Financial Status
Report, the CREFC® Loan Setup File, the CREFC® Operating Statement Analysis Report, the CREFC®
NOI Adjustment Worksheet or any other report that is required to be sent upon request or triggered by the action of any
party).


 


None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to (x) expend or risk its own funds, or otherwise incur financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it or (y) exercise any of its rights or powers or take any action if it determines such exercise
or action is contrary to law, and none of the provisions contained in this Agreement shall in any event require the Trustee or
the Certificate Administrator, as applicable, to perform, or, with respect to the Trustee, be responsible for the manner of performance
of, any of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except,
with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement.
Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with
its


 






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performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable
for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity
or at its discretion).


 


(d)          The
Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time make a written request from the Certificate
Administrator written confirmation of whether a Consultation Termination Event or a Control Termination Event occurred during
the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession,
to the requesting party within 15 days of such request. Further, the Certificate Administrator shall post a “special notice”
on its website within 10 days of its determination of the commencement or cessation of any Consultation Termination Event or Control
Termination Event.


 


Section 8.02          Certain
Matters Affecting the Trustee and the Certificate Administrator.


 


(a)           Except
as otherwise provided in Section 8.01 of this Agreement:


 


(i)            Each
of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)           Each
of the Trustee and the Certificate Administrator may consult with counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;


 


(iii)          (A)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, reasonable
security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein
or thereby;


 


(B)          the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act; and


 


(C)          provided that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon
the occurrence of a


 






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Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;


 


(iv)          Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, Affiliates,
agents or “control” persons within the meaning of the Securities Act shall be personally liable for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable,
to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)           Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class (considering each of the Class A-S, Class B
and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class”
for such purpose); provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the Certificate Administrator, as applicable, not reasonably assured to the Trustee or the
Certificate Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate
Administrator, as applicable, may require reasonable indemnity against such expense or liability as a condition to taking any
such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or
the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred
and be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation
results from such Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting
the investigation;


 


(vi)          Each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)         For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice or knowledge of an
event only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice
or obtains actual knowledge of such event.


 


(b)           Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as


 






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applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates
are outstanding or subject either Trust REMIC or the Grantor Trust to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)          Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the
Certificate Administrator or the Trustee, as applicable, is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Certificate Administrator or the Trustee, as applicable.
Accordingly, each of the parties agrees to provide to the Trustee, upon its request from time to time such identifying information
and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply
with Applicable Laws.


 


(f)          Each
of the Custodian, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same rights, indemnities,
immunities, privileges and protections afforded to the Certificate Administrator or the Trustee, as applicable, hereunder in the
same manner as if such party were the named Certificate Administrator or Trustee herein.


 


Section
8.03     Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained herein
and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates


 






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for sale or the validity,
enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator
shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or
responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance
thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof;
the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of
any Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review
thereof pursuant to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer,
the Special Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or actual knowledge
by a Responsible Officer of any non-compliance therewith or any breach thereof; any investment of moneys by or at the direction
of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold
in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the Operating
Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any
Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent
such action is taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer
or any Sub-Servicer to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder;
or any action by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of
this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action
is not permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve
the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth
in this Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the
Depositor


 






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of any of the Certificates or of the proceeds of the sale of such Certificates, or for the use or application of any
funds paid to the Depositor, the Master Servicer, the Special Servicer or the Certificate Administrator (in the case of the Trustee
only) in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account or any other account maintained by or on behalf of the Master Servicer or the
Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee
nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement in any public office
at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless
in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement. In
making any calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated period
at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable,
shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility)
to the effect that such payment is not permitted by applicable law.


 


Section
8.04     Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates,
and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it would have if it were
not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05     Payment
of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each
case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them
in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,


 






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the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)          Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such
expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however,
that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses
incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the
Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or the Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses
and disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from
the negligence or bad faith of the Trustee.


 


(c)          Each
of the Paying Agent, Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trust, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates
and each of the directors, officers, managers, members, employees and agents of the Paying Agent, the Authenticating Agent, the
Trust, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent,
the Trustee, the Paying Agent, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each
of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers, managers, members, employees
and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and


 






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necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified
Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by the Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, Authenticating Agent,
the Certificate Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or
between the Servicer Indemnified Party and any third party or otherwise) related to the Trustee’s, Authenticating Agent,
the Paying Agent’s, the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, any employee,
manager, member, agent, director or officer of the Depositor, and the Trust Fund and hold the Depositor, any employee, manager,
member, agent, director or officer of the Depositor, and the Trust Fund harmless against any loss, liability or reasonable expense
(including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of
any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Authenticating Agent, the Paying Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason of negligent
disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the
Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate
Administrator or the Trustee, as the case may be, of any of its representations or warranties contained in Section 2.07
or Section 2.08, as applicable.


 


(d)          The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain (including, without limitation, reasonable fees and disbursements of counsel and of all persons
not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust Fund and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) in connection with this Agreement or arising in respect
of this Agreement, the Mortgage Loans or the Certificates, in each case to the extent and only to the extent, such payments are
expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting
from the negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the
Indemnified Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those
as to which such Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated
expenses” shall include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate
trustee or co-trustee or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements
were not reasonably anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including
reasonable attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced
by an Indemnified Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out
of this Agreement, including, without limitation, under Section 2.03, Section 3.10, the third paragraph
of Section 3.11, Section 4.05 and Section 7.01 of this Agreement. The right of


 






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reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or
the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to
such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


 


Section
8.06     Eligibility
Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times:


 


(i)          
be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement;


 


(ii)          have
a combined capital and surplus of at least $50,000,000;


 


(iii)         (a)
have a rating on its unsecured long term debt of at least “A2” by Moody’s and, if rated by KBRA, a rating by
KBRA at least equivalent to “A2” Moody’s, and (b) have a rating on its unsecured short-term debt of at least
“P-1” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1” by Moody’s,
or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation.


 


(iv)         be
subject to supervision or examination by federal or state authority; and


 


(v)          in
the case of the Trustee, shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed
the duties of the Master Servicer pursuant to Section 7.02).


 


If
a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the
event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust
Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall
elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay
such tax from its own funds and continue as Trustee


 






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or Certificate Administrator, as applicable, or (iii) administer the
Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate
Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.


 


Section
8.07     Resignation
and Removal of the Trustee or the Certificate Administrator. Either the Trustee or the Certificate Administrator may at any
time resign and be discharged from the trusts hereby created by giving 30 days written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator (as applicable), the Trustee (as applicable), the Operating Advisor,
the Certificate Holders, the Companion Loan Holders and, subject to Section 11.13 of this Agreement, each Rating Agency.
Following such 30 day notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning
Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator, as applicable. If
no successor Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable,
may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable.
The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto
and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans
by reason of change in Trustee).


 


If
at any time either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at
any time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate
Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written
instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor
Trustee or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights
of all of the Certificates may at any time upon 30 days written notice remove the Trustee or the Certificate Administrator and
appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals,
signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the
Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee),
one complete set to the Trustee or Certificate Administrator, as applicable, so removed and one complete set to the successor
Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan
Holders.


 






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In
the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07,
all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive
all fees, expenses, indemnities and other amounts (including Advances and any accrued interest thereon) accrued or owing to it
under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause
shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee
or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each
Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator,
as applicable, is terminated without cause by the holders of Certificates evidencing aggregate Voting Rights of more than 50%
of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such holders will be required
to pay all the reasonable costs and expenses (including, but not limited to, reasonable attorney’s fees and expenses) of
the Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the
Trustee or Certificate Administrator, as applicable, to a successor Trustee or Certificate Administrator.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator,
as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance
of appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


 


Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its
own expense, ensure that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent
such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable
Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with
a copy of such Note), and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the
removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents
delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then
subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation
provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the
Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B)
of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or
the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent
of the Controlling


 






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Class Representative, and during the continuance of a Control Termination Event, after consultation with
the Controlling Class Representative.


 


Section 8.08          Successor
Trustee or Successor Certificate Administrator.


 


(a)          Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate
Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee
or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or
Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each
Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate
Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements
held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee
or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable,
all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,
as applicable, shall be eligible under the provisions of Section 8.06.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,
the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the
Depositor.


 


(b)          Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section
8.09     Merger
or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate Administrator
may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,
shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as
applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity
shall be eligible under the provisions of Section 8.06 without the


 






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execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section
8.10     Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located,
the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one
or more Persons approved by the Trustee to act (at the expense of the Trustee) as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity, such title to the Trust Fund, or any part thereof and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


 


In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee solely at the direction of the Trustee.


 


The
Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,


 






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affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate
trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording
greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to
the Trustee hereunder.


 


Any
separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


Section 8.11          Access
to Certain Information.


 


(a)          The
Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling
Class Representative) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or
the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge
but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


(b)          The
Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business
hours, shall make available, or cause to be made available) for review by any Privileged Person originals and/or copies of the
following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


 


(i)           the
Prospectus and the Prospectus Supplement;


 


(ii)          this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto;


 


(iii)         all
Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;


 


(iv)         all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)          the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to
Section 10.08 of this Agreement;


 






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(vi)          the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vii)         the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)        any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set
forth in clauses (i) and (ii) thereof was satisfied;


 


(ix)          the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Whole Loans) entered into or consented to by the Master Servicer, the Special Servicer, an Other Master Servicer or an Other Special
Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this Agreement;


 


(x)           the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of
this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)          any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)         notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, an Other Master Servicer, an Other Special Servicer or an Other Trustee (and appointments of successors thereto);


 


(xiii)        all
Special Notices;


 


(xiv)       any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)         any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The
Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable
written request of any of the parties set forth in the previous sentence.


 



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The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Section
8.12     Compliance
with the Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Patriot Act Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable. Accordingly, each
of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation as may
be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer to comply with Applicable Patriot Act Laws.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01     Termination;
Optional Mortgage Loan Purchase.


 


(a)          The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as hereinafter
set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange
by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom,
living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or the Special Servicer, as applicable promptly following receipt thereof.


 


(b)          In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall
be terminated and the assets of the Trust Fund with respect to the Lower-Tier REMIC shall be sold or otherwise disposed of in
connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing
for the actions contemplated by the provisions hereof pursuant


 



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to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of
this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute
the adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate
Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs
or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and
for the Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust
REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


 


(c)          The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class
may (or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of the Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may) effect an early termination of the Trust Fund, upon not less than 30
days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and Master Servicer
(whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or after the Early Termination Notice Date
specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and
in the case of the Serviced Whole Loans, subject to certain rights of the related Companion Loan Holder provided for in the related
Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund (or, with respect to each Non-Serviced
Mortgage Loan, by the trust created under the applicable Other Pooling and Servicing Agreement) in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans
(exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO
Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as
applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding
(which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be,
in connection with such purchase).


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also) effect such termination as provided in the prior paragraph if
such party first notifies the


 



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Controlling Class Representative and each Certifying Certificateholder, or, in the case of
a termination by the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the
Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do so in
writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund
pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).


 


(d)          If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution
will be made (i) to the Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular
Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate
Principal Amount of each such Certificate or Lower-Tier Regular Interest, as the case may be, together with amounts required to
be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement or (ii) if no Regular Certificates
are then outstanding, to the Holders of the Class R Certificates of any amount remaining in the Collection Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account or the Excess Liquidation Proceeds Reserve Account, in either case,
following the later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the
Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset
held by the Trust Fund.


 


(e)          Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to affected Certificateholders with a copy to the Master Servicer, the Special Servicer and, subject to Section 11.13
of this Agreement, each Rating Agency at their addresses shown in the Certificate Register as soon as practicable after the
Certificate Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event
not more than thirty days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate
Administrator to affected Certificateholders shall:


 


(i)           specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)          specify
the amount of any such final distribution, if known; and


 


(iii)         state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 



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If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each affected Certificateholder.


 


(f)          Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall, subject to applicable law, pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.


 


(g)          For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust
Fund pursuant to subsection (h), and then the Holders of the Controlling Class, and then the Special Servicer, and then the Master
Servicer, and then the Holder of the Class R Certificates, in each of the last four cases, pursuant to subsection (c).


 


(h)          Following
the date on which the Class X-A Notional Amount, Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate
Certificate Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D
Certificates and the Class PEZ Regular Interests are reduced to zero, the Remaining Certificateholder shall have the right
to exchange all of the Certificates (including any outstanding Class X Certificates) (but excluding the Class R Certificates) for
all of the Mortgage Loans (and if each Non-Serviced Mortgage Loan is no longer a “Mortgage Loan” due to the fact that
the related Mortgaged Property has been foreclosed upon under the applicable Other Pooling and Servicing Agreement, the related
REO Mortgage Loan) and the Trust’s interest in each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the
anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal
to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Principal Amount of the then-outstanding
Sequential Pay Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the
Remaining Certificateholder elects to exchange all of the Certificates (other than the Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Remaining
Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master


 



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Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn
from the Collection Account, but only to the extent that such amounts are not already on deposit in the Collection Account. Upon
confirmation that such final deposits have been made and following the surrender of all remaining Certificates (other than the
Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01.
Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of
certain payments to Certificateholders and Companion Loan Holders, sending of certain notices, preparing and filing tax returns
and maintenance of books and records), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to
service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the
Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining
Certificate Principal Amount of its remaining Certificates (other than the Class R Certificates), plus accrued and unpaid
interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect
of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties are deemed distributed
to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
10.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of this
Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions
on the basis of such evolving interpretations of Regulation AB. In connection with the GS Mortgage Securities Trust 2015-GC32,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, and any Serviced Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, any Other Depositor and any Other
Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its
assignees or


 



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designees), any and all statements, reports, certifications, records and any other information in its possession
or reasonably available to it and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as applicable,
to be necessary in order to effect such compliance.


 


(a)          Succession;
Subcontractors Reasonableness. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 10.06 of this Agreement) in connection with
the succession to the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or Sub-Servicer (to the extent such
Sub-Servicer is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person
(i) into which the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other
than if pursuant to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special
Servicer, as applicable, shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan
is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such
disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, and otherwise
no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each
such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor and each such Other Depositor, all information relating to such successor servicer reasonably requested by the
Depositor or any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(b)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Master Servicer, the Special Servicer, the Sub-Servicer, the Custodian and the Certificate Administrator (each of the Master Servicer,
the Special Servicer, the Custodian and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 10.01(b) and Section 10.01(c), a “Servicer”) is permitted to utilize one or more Subcontractors to perform
certain of its obligations hereunder. Such Servicer shall promptly upon request provide to the Depositor, as well as any Other
Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to
the Depositor and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant
utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer
shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor
to comply with the provisions of Section 10.08 and Section 10.09 of this Agreement to the same extent
as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of


 



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each
Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver
to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 10.08 and Section 10.09 of this Agreement, in each case, as and when
required to be delivered.


 


(c)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement,
such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the
meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then
such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Sub-Servicing Agreement. No Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) shall be effective until at least five (5) Business
Days after such written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such
notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator,
as well as any Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act)


 


(d)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.06
of this Agreement) and shall furnish pursuant to Section 10.06 of this Agreement to the Depositor and each Other Depositor
in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor all information reasonably
necessary for the Certificate Administrator and Trustee and each Other Exchange Act Reporting Party to accurately and timely report,
the event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


Section 10.02     Filing
Obligations.


 


(a)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of
a Mortgage Loan Seller Sub-Servicer,


 



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shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing
Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with
the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act.
Pursuant to Section 10.03, Section 10.04 and Section 10.06, the Certificate Administrator
shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act, in order to permit
the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering
and Retrieval System) such Forms executed by the Depositor.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K,
10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon
as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business
Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor
or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant
to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all
required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be
filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the
Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed
Form 10-D needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as
needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A. Any Form 12b-25 or any amendment
to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.02 related to
the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D
or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 10.03     Form 10-D
Filings.


 


(a)          Within
15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as


 




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then
required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement
any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph, (i) be reported by the parties set forth on Exhibit U to this Agreement
to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such
Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each
such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one
(1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon
(New York City time) on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement,
as set forth on Exhibit U to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor,
and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge thereof
(other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually
known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such
party) in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party, each such Other
Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the parties
listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure application to
such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use
commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB
to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this
Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-D Disclosure on Form 10-D. The Certificate Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required
by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase
of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a)
of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the


 



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Depositor and the Commission’s assigned
“Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator,
and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned
“Central Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the
Certificate Administrator pursuant to Section 6(i) of the applicable Loan Purchase Agreement.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor
for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar day after the
related Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. Within two (2) Business Days after receipt of such copy,
but no later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, an officer
of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D (in
electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall
proceed with filing such report with the Commission. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.02(b) of this
Agreement. Promptly after filing with the Commission, the Certificate Administrator will make available on its internet website
a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing
of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance of their duties under
this Section 10.03. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D,
where such failure results because required disclosure information was either not delivered to the Certificate Administrator or
delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)          Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes”
for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from
the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on


 




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which the Depositor provided its signature for such filing pursuant to Section 10.03(b) of
this Agreement.


 


Section
10.04     Form 10-K
Filings. (a)  Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal
year of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing within 90 days after December 31, 2015, the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required by the
Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered
to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this
Agreement:


 


(i)           an
annual compliance statement for each certifying Person and each Additional Servicer engaged by each certifying Person or the Special
Servicer, as described under Section 10.07; provided that the related signature pages may be delivered separately
from such compliance statement,


 


(ii)          (A)
        the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.08,
and


 


(B)          if
any such report on assessment of compliance with Servicing Criteria described under Section 10.08 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with Servicing Criteria described under Section 10.08 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included,


 


(iii)         (A)        
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.09,
and


 


(B)          if
any registered public accounting firm attestation report described under Section 10.09 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, and


 


(iv)         a
certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature
pages may be delivered separately.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the parties set forth
on Exhibit V to this Agreement to the Depositor and the Certificate Administrator and any Other Depositor and Other
Exchange Act


 



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Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes and
(ii) approved by the Depositor and such Other Depositor, and the Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not
later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties
to this Agreement and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant
retained by such party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required
to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which
may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party
to this Agreement, including the name and address of any new party to this Agreement.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later
than March 1, commencing in March 2016, (i) the parties listed on Exhibit V to this Agreement shall be required
to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to provide) to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and
Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the
extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information
required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer
or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), in EDGAR-compatible
format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement applicable
to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K
Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 



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After
preparing a Form 10-K, the Certificate Administrator shall forward electronically a preliminary copy of the Form 10-K
to the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K
relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days
after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K
to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form 10-K
relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days
after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may
be furnished electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City
time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K
and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate
Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.02(b). Promptly after filing with the Commission, the Certificate
Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities
Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318,
email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of
its duties under this Section 10.04 related to the timely preparation and filing of Form 10-K is contingent upon
the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable,
by any such parties) observing all applicable deadlines in the performance of their duties under this Section 10.04.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results because
required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator
after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


 


(b)          Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K, to check “yes”
for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from
the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on


 



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which the Depositor provided its signature for such filing pursuant to Section 10.04(a) of
this Agreement.


 


Section
10.05     Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached to this Agreement
as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator,
the Master Servicer, the Special Servicer, the Custodian and the Operating Advisor shall provide (and (i) with respect to
any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person
who signs the Sarbanes-Oxley Certification (the “Certifying Person”) no later than March 15 in the year
following the year as to which such Form 10-K relates or, if March 15 is not a Business Day, on the immediately following
Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3 and Exhibit Y-4, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts
as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. With respect to each Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing
Agreement, upon request by the Depositor, the Certificate Administrator will use commercially reasonable efforts to procure a
Sarbanes-Oxley back-up certification similar in form and substance to the applicable certification from the Other Master Servicer,
the Other Special Servicer, the Other Paying Agent and the Other Trustee. In the event any Reporting Servicer is terminated or
resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as
the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.05 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be.


 


Section
10.06     Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor, the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event
or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) that
is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z
to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, absent such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent
a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be or any lawyer in the in-house legal department of such party), within


 



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one (1) Business Day after the occurrence of a Reportable
Event (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business
Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall
be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act
Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible
format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if
applicable (ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure
Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W,
and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information on Form 8-K. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit V of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees
assessed or expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the Reportable Event (but in no event
earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding
paragraph). Promptly, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 8-K. No later than noon on the fourth Business Day after the Reportable Event, a duly authorized representative
of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or
if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in
Section 10.02(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator will,
make available on its internet website a final executed copy of each Form 8-K, to the extent such Form 8-K has been
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities
Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212)


 



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291-5318,
email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of
its duties under this Section 10.06 related to the timely preparation and filing of Form 8-K is contingent upon
such parties observing all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


In
the case of a Form 8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement,
the proposed successor Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition
to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating
to such termination, removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator
and the Depositor on or before the date of such proposed succession the following: (i) any information (including, but not limited
to, disclosure information) required for the Trust to comply in a timely manner with applicable filing requirements under Items
1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect
to such information that are substantially similar to those delivered by the initial Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 


Section
10.07     Annual
Compliance Statements. The Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall furnish
(and the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional
Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional
Servicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement),
shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer
and the Certificate Administrator, a “Certifying Servicer”) to the Certificate Administrator, the Serviced
Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate
furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the
Depositor on or before March 15 of each year, commencing in March 2016, an Officer’s Certificate stating, as to
the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or
portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement
or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion


 



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thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer
and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional
Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional
Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency.
Promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part
of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such
Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures
by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer,
as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment
of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage
Loan or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the
time such Officer’s Certificate is required to be delivered. With respect to any reporting period, if any party required
to provide an Officer’s Certificate pursuant to this Section is the same entity as any other party required to provide such
an Officer’s Certificate, then such parties may satisfy their obligations under this Section by providing a single Officer’s
Certificate with respect to such reporting period that otherwise complies with the requirements under this Section.


 


With
respect to any Non-Serviced Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate
Administrator shall request, and upon receipt deliver to the Depositor, from an Other Master Servicer, Other Special Servicer,
Other Trustee, Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar
to the Officer’s Certificate described in this Section or such other form as is set forth in the applicable Other Pooling
and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been
requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator
but has not been delivered within 3 Business Days.


 


Section 10.08     Annual
Reports on Assessment of Compliance with Servicing Criteria.


 


(a)          On
or before March 15 of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Custodian,
the Certificate Administrator and the Operating Advisor, each at its own expense, shall furnish (and each of the preceding parties,
as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Operating Advisor and any Servicing Function Participant, as the case may


 



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be, a “Reporting Servicer”) to the
Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that
is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian,
the Operating Advisor (only in the case of a report furnished by the Special Servicer and after the occurrence and during the
continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the
Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.08
shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in
the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of
each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the
Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions.


 


(b)          On
the Closing Date, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor
each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)          No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator
shall notify the Depositor and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during
such fiscal year, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.08(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.09 of this Agreement) of each Servicing Function Participant engaged by


 



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it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)          In
the event the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor is
terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or,
if the Servicing Function Participant is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause)
any Servicing Function Participant of such party to provide (and the Master Servicer, the Special Servicer and the Certificate
Administrator shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing
agreement, cause such Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide)
an annual assessment of compliance pursuant to this Section 10.08, coupled with an attestation as required in Section 10.09 of this Agreement with respect to the period of time that the Master Servicer or the Special Servicer was subject to this
Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 


With
respect to any Non-Serviced Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate
Administrator shall request, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described
in this Section and an attestation as described in Section 10.09 from an Other Master Servicer, Other Special Servicer,
Other Trustee, Other Paying Agent or Other Certificate Administrator and in form and substance similar to the annual report on
assessment of compliance described in this Section 10.08 and the attestation described in Section 10.09.
The Certificate Administrator shall notify the Depositor if such annual report on assessment of compliance has been requested
from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but
has not been delivered within 3 Business Days.


 


(e)          With
respect to any reporting period, if any party required to provide an assessment of compliance pursuant to this Section is the
same entity as any other party required to provide such an assessment of compliance, then such parties may satisfy their obligations
under this Section by providing a single assessment of compliance with respect to such reporting period that otherwise complies
with the requirements under this Section.


 


Section 10.09     Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in March 2016,
the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor, each at its
own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Certificate Administrator, the


 



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Companion Loan Holders (or, in the case
of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting
Party), the Custodian, the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer and after
the occurrence and during the continuance of a Control Termination Event) and the Depositor and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this
Agreement, each Rating Agency, to the effect that (i) it has obtained a representation regarding certain matters from the
management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant
Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such
Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is
not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must
be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report
and, if applicable, consult with the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the
Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor or any Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Operating Advisor’s or the
applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing
agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted
pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 10.08 of
this Agreement and notify the Depositor of any exceptions.


 


With
respect to any reporting period, if any party required to provide a report pursuant to this Section is the same entity as any
other party required to provide such a report, then such parties may satisfy their obligations under this Section by providing
a single report with respect to such reporting period that otherwise complies with the requirements under this Section.


 


Section 10.10     Significant
Obligors.


 


With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer in writing is a “significant


 



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obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to an Other Securitization Trust that includes such Serviced Companion Loan, the Master Servicer shall, after receipt of updated
net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the
Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust and (y) update the following 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 financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial
information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other
Depositor with respect to such Other Securitization Trust that includes the related Companion Loan (and shall cause each applicable
Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received them. The
Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor
under the related Loan Documents.


 


The
Master Servicer shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain
written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant
obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the
date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization Trust,
shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization Trust. This Officer’s Certificate should be addressed to
the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 10.11     Indemnification.
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless
each Certification Party, the Depositor, each Other Depositor and any employee, manager, member, agent, director or officer of
the Depositor or any Other Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) an
actual breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
of its obligations under this Article X, (ii) negligence, bad faith or willful misconduct on the part of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations,
or (iii) any Deficient


 



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Exchange Act Deliverable regarding, and delivered by or on behalf of, such party, and will reimburse such
indemnified party for any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in connection with
investigating or defending any such action or claim.


 


The
Master Servicer, the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such
party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor and any employee, manager, member,
agent, director or officer of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such
indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement
or (ii) negligence, bad faith or willful misconduct its part in the performance of such obligations, (iii) any failure
by such Servicer (as defined in Section 10.01(b)) to identify a Servicing Function Participant pursuant to Section
10.01(c), or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party, and will
reimburse such indemnified party for any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in
connection with investigating or defending any such action or claim.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, the Depositor,
any Other Depositor, or any employee, manager, member, agent, director or officer of the Depositor or any Other Depositor, then
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing
Function Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified
party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate
to reflect the relative fault of the indemnified party on the one hand and such Performing Party on the other in connection with
a breach of such Performing Party’s obligations pursuant to Section 10.05, Section 10.07, Section 10.08 or Section 10.09 (or breach of its obligations under the applicable sub-servicing or primary servicing agreement
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or
the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special
Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage
Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing
indemnification and contribution obligations. This Section 10.11 shall survive the termination of this Agreement or
the earlier resignation or removal of the Master Servicer, the Special Servicer or the Certificate Administrator.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate


 



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under the applicable Sub-Servicing Agreement) with the Depositor or Other Depositor, as applicable, as necessary for the Depositor
or Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances
of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee,
a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed
by the Depositor or Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
or Other Depositor’s filing of such report, the Depositor or Other Depositor shall promptly provide to such Affected Reporting
Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for
timely preparing a written response to the Commission for inclusion in the Depositor’s or Other Depositor’s response
to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable
(which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate
a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant
or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
pursuant to this paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor or Other Depositor informed of its progress with the Commission and copy
the Depositor or Other Depositor on all correspondence with the Commission and provide the Depositor or Other Depositor with the
opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings
with the Commission and (ii) the Depositor or Other Depositor shall cooperate with any Affected Reporting Party in order to authorize
such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to
any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.
The Depositor (or Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses
of outside counsel to the Depositor or Other Depositor, as the case may be) in connection with the foregoing (other than those
costs and expenses required to be at the Depositor’s or Other Depositor’s expense as set forth above) and any amendments
to any reports filed with the Commission related thereto shall be promptly paid by the applicable Affected Reporting Party upon
receipt of an itemized invoice from the Depositor or Other Depositor, as the case may be. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall use commercially


 




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reasonable
efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion
of similar provisions (or by inclusion of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing
or similar agreement.


 


Section 10.12     Amendments.
This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement for purposes
of complying with Regulation AB, the Securities Act or the Exchange Act and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any
Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement.


 


Section 10.13     Regulation
AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant
to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via fax to GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, email:   leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000,
email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com.


 


Section 10.14     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply
with any of its obligations under this Article X; provided that (a) such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not
be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any
Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results
from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement
any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file
any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 not resulting
from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure
to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be
performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations
before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.14 and (c) the
Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it to
fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the
related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right
to terminate the Certificate Administrator under this Section 10.14 on the date on which such Form 8-K, Form 10-D
or Form 10-K is so filed.


 



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Section 10.15     Termination
of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer
or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X; provided that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall have
accepted the appointment.


 


Section 10.16     Termination
of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, as applicable,
shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor to terminate such agreement
(without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure of the applicable
Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement as aforesaid
shall not limit any right Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
may have to terminate such Sub-Servicing Agreement.


 


Section 10.17     Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan.


 


(a)          Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items
to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act
Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days’ written notice
(or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with
related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtain verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such
period shall not be less than 3 Business Days) (which shall only be required to be delivered once), setting forth the contact
information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.07,
Section 10.08 and Section 10.09 of this Agreement, (i) stating that such Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and
other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act
reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single
written notice to such


 



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effect; provided further, that this notice requirement does not apply to any Companion Loan that is included
in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer,
Operating Advisor, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the
Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified
in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior
to providing any of the reports or other information required to be delivered under this Article X in connection therewith
and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X with
respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver
such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated
by Section 10.07, Section 10.08 and Section 10.09 of this Agreement. Such confirmation shall
be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written
statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the
appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such
Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other
parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.17(a) above, shall timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the related Mortgage Loan Seller and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials), to a
holder of a related Companion Loan, such party’s description contained in the Prospectus Supplement (updated as appropriate
by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the
related Mortgage Loan Seller) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.17(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the related Mortgage Loan Seller) to the Other Depositor and any underwriters with respect
to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 10.17(b) with respect to such party, substantially
identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus Supplement
and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master
Servicer, the Special Servicer, the Trustee or the


 




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Certificate Administrator shall be obligated to deliver any such item with
respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each
of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request
given in accordance with the terms of Section 10.17(a) above, shall provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the applicable party set forth below in the second or third paragraph, as applicable, of this
Section 10.17(d)) to the Other Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related to
any Other Securitization Trust the following: (i) any information (including, but not limited to, disclosure information) required
for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this Series
2015-GC32 securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, pursuant to this Section 10.17(d) shall be paid or caused to be paid by the applicable Mortgage Loan
Seller that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this
Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.17(d) shall be paid or caused to be paid by the same party or parties required to pay the costs
and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.18     Termination
of Exchange Act Filings with Respect to the Trust. On or prior to January 30th of the first year in which the Depositor shall
provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings with
respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations
of the parties to this Agreement under Section 10.03, Section 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan


 



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Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section 10.03,
Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations
under this Article X shall recommence.


 


Article
XI



MISCELLANEOUS PROVISIONS


 


Section 11.01     Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a
signature page of this Agreement in Portable Document Format (PDF) or by fax transmission shall be as effective as delivery of
a manually executed original counterpart of this Agreement.


 


Section 11.02     Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement or with respect to the Certificates, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously
shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of at least 25% of the Voting Rights of any Class of Certificates affected thereby (considering each of
the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical
designation as a single “Class” for such purpose) shall have made written request upon the Trustee (with a copy to
the Certificate Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder


 



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and the Trustee, that no one or more Holders of Certificates of any
Class shall have any right in any manner whatever by virtue of any provision of this Agreement or the Certificates to affect,
disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder, or to enforce any right under this Agreement or the Certificates, except in the manner
herein or therein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class. For the
protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


Section 11.03     Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF
THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 11.04     Notices.
Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be deemed
to have been duly given only when received) or only with respect to any addressee of any party to which an electronic email address
is set forth below, sent by electronic mail containing language requesting the recipient to confirm receipt thereof, to: (i) in
the case of the Depositor, GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com
and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, and with respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement, at gs-cmbs17g5surveillance@gs.com; (ii) in the case of an Authorized Representative
of the Depositor, the email address listed on Exhibit Q to this Agreement, and with respect to any successor authorized
representative, the email address identified by the Depositor in a writing delivered to the Master Servicer, the Special Servicer,
the Custodian, the Operating Advisor, the Certificate Administrator and the Trustee; (iii) in the case of the Master Servicer,
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 and with respect to e-mail pursuant to Section
11.06 and Section 11.13 of this Agreement, at NoticeAdmin@midlandls.com and with respect to notices and emails
relating to Section 4.02 of this Agreement, at NoticeAdmin@midlandls.com; (iv) in the case of the Certificate
Administrator and the Custodian, for certificate transfer purposes, Wells Fargo Bank, National Association, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust Services – GS 2015-GC32, and for all other purposes,
Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services:
CMBS – GS 2015-GC32, e-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com, and with


 



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respect to email pursuant to Section 11.06 and Section 11.13 of this Agreement, at cts.sec.notifications@wellsfargo.com,
and with respect to any notice or delivery of information under Article XI of this Agreement, by email to cts.sec.notifications@wellsfargo.com;
(v)  in the case of the Special Servicer, CWCapital Asset Management LLC, 7501 Wisconsin Avenue, Suite 500 West, Bethesda,
Maryland 20814, Attention: Brian Hanson, fax number: (202) 715-9699, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street,
Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, fax number (816) 691-3495,, and with respect to e-mail
pursuant to Section 11.06 and Section 11.13 of this Agreement, at CWCAMnoticesGS2015-GC32@cwcapital.com; (vi) 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 2015-GC32; and with respect to email pursuant to Section 11.13 of this Agreement,
at 17g5informationprovider@wellsfargo.com, and with respect to any notice or delivery of information under Article X of
this Agreement, by fax to (410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com; and for all other purposes by email
to trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com; (vii)  in the case of the Operating
Advisor, Park Bridge Lender Services LLC, 560 Lexington Avenue, 17th floor, New York, New York 10022, Attention: David Rodgers,
with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com; (viii) in the case of the Rating Agencies:
(a) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial Mortgage
Surveillance Group, fax number: (212) 553-0300, (b) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New
York 10022, Attention: CMBS Surveillance, fax number: (646) 731-2395, and (c) Fitch Ratings, Inc., 33 Whitehall Street, New York,
New York 10004, Attention: US CMBS Surveillance, fax number: (212) 635-0295, email: cmbs.surveillance@fitchratings.com; (ix) in
the case of the Mortgage Loan Sellers, (a) Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282,
Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212)
902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, (b) Citigroup
Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice,
fax number (212) 723-8599, and 388 Greenwich Street, 19th Floor, New York, New York 10013, to the attention of Richard Simpson,
fax number (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor
at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1 Notice, cmbs.notice@citi.com, (c) MC-Five Mile Commercial Mortgage
Finance LLC, 1330 Avenue of the Americas, New York, New York 10019, Attention: Matthew Philip, Managing Director, fax number:
(212) 315-9857; (d) Starwood Mortgage Funding I LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention:
Leslie K. Fairbanks, Executive Vice President, fax number: (305) 695-5449, email: lfairbanks@starwood.com, with a copy to: LNR
Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: Vincent Kallaher, Senior Vice President,
fax number: (305) 695-5449, with a copy to: LNR Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention:
General Counsel, fax number: (305) 695-5449, and with respect to certifications pursuant to Section 2.02(b) of this Agreement,
with a copy to: Anderson McCoy & Orta, 100 N. Broadway, 26th Floor, Oklahoma City, Oklahoma 73102, Attention: Vanessa
Orta, email: vorta@amopc.com, with a copy to Marcia Moore-Allen, fax number: (405) 236-1448, email:


 




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mmoore-allen@amopc.com; and
(e) Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony
Orso, with a copy to: Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention:
Legal Department, email: legal@ccre.com; (x) in the case of the Underwriters and the Initial Purchasers, (a) Goldman,
Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318,
email: joe.osborne@gs.com; (b) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013,
Attention: Paul Vanderslice, fax number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013,
Attention: Richard Simpson, fax number: (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com
and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (c) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005,
Attention: John D. Kerin, Director of Debt Syndicate, fax number: (646) 412-1500, email: jkerin@drexelhamilton.com; (d) Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152-023, Attention: A.J. Sfarra, fax number:
(212) 214-8970, with a copy to: Wells Fargo Securities, LLC, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte,
North Carolina 28288, Attention: Jeff D. Blake, Esq., fax number: (704) 715-2378, email: jeff.blake@wellsfargo.com; and (e) Cantor
Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, Attention: Stephen Merkel and Shawn Matthews, e-mail: smerkel@cantor.com;
(xi) in the case of the initial Controlling Class Representative, Seer Capital Partners Master Fund L.P., 1177 Avenue
of the Americas, 34th Floor, New York, NY 10036, Attention: Richard Parkus, fax number: (212) 850-2011, email: rparkus@seercap.com,
with a copy to with a copy to Kaye Scholer LLP, Three First National Plaza, Chicago, Illinois 60602, Attention: Daniel J. Hartnett,
fax number (312) 583-2580, email: daniel.hartnett@kayescholer.com, or as to each such Person such other address or email address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any communication required or permitted to be delivered to a Beneficial Owner shall
be deemed to have been duly given to the extent delivered through the Depository. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable,
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the


 



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applicable Other Pooling and Servicing Agreement, of a
change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


 


Section
11.05     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 11.06     Notice
to the Depositor and Each Rating Agency.


 


(a)          The
Certificate Administrator shall promptly provide notice to an Authorized Representative of the Depositor by email with respect
to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge, and the Depositor
shall promptly upload such notice or information to the Depositor’s 17g-5 Website within five (5) Business Days, and after
the Certificate Administrator receives written notification from the Depositor (which may be in the form of email) that the Depositor
has posted such notice or information to the Depositor’s 17g-5 Website, the Certificate Administrator shall provide such
notice or information to the Rating Agencies:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)          the
merger, consolidation, resignation or termination of the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator or any Other Master Servicer, Other Special Servicer or Other Trustee;


 


(iv)         the
repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          the
final payment to any Class of Certificateholders;


 


(vi)         any
change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account or any Distribution Account;


 


(vii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)       any
change in the lien priority of a Mortgage Loan.


 


(b)          The
Master Servicer or the Special Servicer shall promptly furnish to an Authorized Representative of the Depositor by email (or any
other form of electronic delivery reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, and the
Depositor) copies of the following (to the extent not already delivered or made available


 



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pursuant to the terms of this Agreement),
and the Depositor shall promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business Days, and
after the Master Servicer or the Special Servicer, as applicable, receives written notification from the Depositor (which may
be in the form of email) that the Depositor has uploaded such documents to the Depositor’s 17g-5 Website, the Master Servicer
or the Special Servicer, as applicable, may provide such documents to the Rating Agencies:


 


(i)            each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)           each
of its annual independent public accountants’ servicing reports described in Section 10.09 of this Agreement;


 


(iii)          a
copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02;
and


 


(iv)         upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this
Agreement.


 


(c)          The
Certificate Administrator shall promptly furnish to an Authorized Representative of the Depositor by email copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to
the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic
format), and the Depositor shall promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business
Days.


 


Section 11.07     Amendment.
This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


(i)            to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Serviced Companion Loan
Holder;


 


(ii)           to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or the Prospectus Supplement or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Holder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);


 



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(iv)         to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;


 


(v)          to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable,
any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;


 


(vi)         to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such
party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party
or materially increase such party’s obligations under this Agreement); provided, further that notice of such
modification is provided to all parties to this Agreement; and


 


(vii)        to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect
the interests of any Certificateholder or, if applicable, any Serviced Companion Loan Holder;


 


provided that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under this Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under this
Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or
rights of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the
consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Companion Loan Holder in its capacity
as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or Trustee is requesting an


 



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amendment for the benefit of the Certificateholders,
then such expense will be borne by the Trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by
the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate
or that are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment or remove
the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all Certificates
of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;


 


(iii)          change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or a Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller;


 


(iv)         change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;


 


(v)          without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change
(a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under
this Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (c) the
right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)         adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)        adversely
affect a Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       change
in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter
or Initial Purchaser.


 


In
the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be effective with the consent of the


 



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Trustee, the Operating Advisor, the Certificate Administrator, the Special Servicer,
the Master Servicer, in writing, and to the extent required by this Section, the Certificateholders, the Companion Loan Holders,
the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any
amendment, the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator,
the Special Servicer and each Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the
Certificate Administrator and shall furnish written notification of the substance of such amendment to each Certificateholder,
as applicable and, subject to Section 11.13 of this Agreement, each Rating Agency. It shall not be necessary for the
consent of Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters or the Initial Purchasers,
as applicable, under this Section 11.07 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization
of the execution thereof by Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial
Purchasers, as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however,
that such method shall always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall have received
an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i) or (ii) of the first sentence of this Section, then at the expense of the Trust Fund), to the effect that
such amendment will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as
a grantor trust for federal income tax purposes at any time that any Certificates are outstanding, and will not cause a tax to
be imposed on either Trust REMIC under the REMIC Provisions or on the Grantor Trust (other than a tax at the highest marginal
corporate tax rate on net income from foreclosure property as set forth in Section 860G(c) of the Code). Prior to the execution
of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense of the
party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or
requested by the Trustee or the Certificate Administrator for any purpose described in clause (i), (ii), (iii) or (v) (which
do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator,
as applicable) of the first sentence of this Section, then at the expense of the Trust Fund) stating that the execution of
such amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment are satisfied.
Each of the Trustee and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which
affects the Trustee’s or the Certificate Administrator’s, as applicable, own rights, duties or immunities under this
Agreement. The party requesting an amendment to this Agreement shall, subject to Section 11.13 of this Agreement,
give each Rating Agency prior written notice of such proposed amendment.


 




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Section 11.08     Confirmation
of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed
to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans,
all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments
due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from
time to time in the Collection Account, each Distribution Account, the Interest Reserve Account and, if established, the Excess
Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute
a security agreement under applicable law. This Section 11.08 shall constitute notice to the Trustee pursuant to any
of the requirements of the applicable UCC.


 


Section 11.09     Third-Party
Beneficiaries. Except as provided in the next sentence, no Persons other than a party to this Agreement, any Companion Loan
Holder (unless it is the Mortgagor under the applicable Companion Loan or an Affiliate thereof) and any Certificateholder, shall
have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser
(with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights
under Section 2.02, Section 5.03 and Section 11.07 of this Agreement), any Companion Loan
Holder, any Mortgage Loan Seller (with respect to its rights under Section 2.03(a), Section 2.03(b), Section 2.03(c),
Section 3.09(d)(i), Section 10.04, Section 11.07 and Section 11.15 of this Agreement
and its rights as a Privileged Person), any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights
under Article X of this Agreement) and, subject to Section 11.02 of this Agreement, any Certificateholder
(which are intended third-party beneficiaries of this Agreement) shall have the right to enforce their respective rights
and obligations hereunder (in the case of any Companion Loan Holder, to the extent they affect the related Companion Loan and
provided that such Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if
each such Person was a party hereto.


 


Without
limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to
a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section 11.10     Request
by Certificateholders or a Companion Loan Holder. Where information or reports are required to be delivered to a Certificateholder
or a Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such request can be in the form
of a single blanket request by a Certificateholder or a Companion Loan Holder, as applicable, to the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or a Companion Loan Holder,


 



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as applicable, such request shall be deemed to relate to each date such report or information may be requested. The notice shall
set forth the applicable Sections where such reports and information are requested.


 


Section 11.11     Waiver
of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.12     Submission
to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED
FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED
BY LAW.


 


Section 11.13          Exchange
Act Rule 17g-5 Procedures.


 


(a)          Except
as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement
or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to an Authorized Representative of the Depositor who shall post such written response
to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party
receives written notification from the Depositor (which may be in the form of email) that such response has been posted on the
Depositor’s 17g-5 Website, such responding party may, but is not obligated to, provide such response to such Rating Agency.


 



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(b)          To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall provide such information or communication to an Authorized Representative of the Depositor
by email, which the Depositor shall upload to the Depositor’s 17g-5 Website within five (5) Business Days, and after the
applicable party has received written notification from the Depositor (which may be in the form of email) that such information
has been uploaded to the Depositor’s 17g-5 Website, the applicable party may but is not required to send such information
to such Rating Agency. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which
shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting
party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian
in writing of any change in the identity or contact information of an Authorized Representative.


 


(c)          Notwithstanding
the provisions of Section 11.13(a) or Section 11.13(b) of this Agreement, the Depositor may authorize,
in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited
to, responses to inquiries from such Rating Agency). Any such authorization shall be in writing (which writing may be electronic
mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall follow if it elects (in
its sole discretion) to provide information directly to the applicable Rating Agency, which procedures shall be reasonable and
customary as is necessary to allow the Depositor to comply with Rule 17g-5.


 


(d)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian
(each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its
respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the
Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims,
judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint
or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant
to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s
breach of Section 11.06, Section 11.13(a), Section 11.13(b) or Section 11.13(c)
of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by
the Depositor or any Affiliate thereof pursuant to Rule 17g-5(a)(3), to the extent caused by any such breach referred to
in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any reasonable out-of-pocket
legal or other expenses incurred by such


 



    	-364-



    	 



    


 


Indemnified Party in connection with investigating or defending any such action or claim,
as such expenses are incurred.


 


(e)          None
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian
shall have any liability for (i) the Depositor’s failure to post information provided by the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this
Agreement, (ii) any malfunction or disabling of the Depositor’s 17g-5 Website or (iii) such party’s failure
to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies
that are required to be performed after the Depositor posts the related information or communication if the Depositor fails to
notify such party that it has posted such information or communication on the Depositor’s 17g-5 Website.


 


(f)          None
of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications, or providing
information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with
regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer,
as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as
a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s
or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master
Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property
or deal specific identifiers are redacted; or (y) such information has already been provided to an Authorized Representative
of the Depositor and has been uploaded on to the Depositor’s 17g-5 Website.


 


(g)          The
Depositor shall maintain the Depositor’s 17g-5 Website in accordance with Rule 17g-5(a)(3)(iii).


 


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


 


Section 11.14     [Reserved].


 


Section 11.15     Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and understood that,
notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers get the benefit
of any securitization indemnification provisions in the Loan Documents. Therefore, the Depositor, Master Servicer, the Special
Servicer and Trustee


 



    	-365-



    	 



    


 


hereby agree to reasonably cooperate with any Mortgage Loan Seller at the sole reasonable expense of such
Mortgage Loan Seller with respect to the benefits of the provisions of any section of a Loan Agreement or securitization cooperation
agreement related to indemnification of the lender and/or its affiliates with respect to any securitization of the related Mortgage
Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion of
the Loan Documents, to permit the related Mortgage Loan Seller and its respective affiliates to enforce such provisions for their
respective benefits; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required
to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of
this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to
qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions.
To the extent that the Trustee is required to execute any document facilitating an assignment under this Section 11.15,
such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section 11.16     PNC
Bank, National Association.


 


PNC
Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association,
acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full
extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[Signature
Pages Follow]


 



    	-366-



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.


	 	 	 
	 	GS MORTGAGE SECURITIES CORPORATION
    II,
	 	 	as Depositor
	 	 	 
	 	By:	/s/ J. Theodore Borter
	 	 	 Name: Theodore Borter  
	 	 	 Title: Authorized Signatory
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION,

as Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 		 Name: David A. Eckels
	 	 	 Title: Senior
    Vice President
	 	 	 
	 	CWCAPITAL ASSET MANAGEMENT
    LLC,
	 	 	as Special Servicer
	 	 	 
	 	By:	/s/ Brian Hanson
	 	 	 Name:  Brian Hanson
	 	 	 Title: Managing Director



 


 


GS 2015-GC32 – Pooling and Servicing Agreement



    	 



    	 



    


	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	 	as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member
	 	 	 
	 	 	By:
    Park Bridge Financial LLC, a New York limited liability company, its
    sole member
	 	 	 
	 	By:	/s/
    David M. Rodgers 
	 	 	 Name: 
    David M. Rodgers 
	 	 	 Title: Managing Member
	 	 	 
	 	wells
    fargo BANK. NATIONAL 

ASSOCIATION, as Certificate 

Administrator
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	 Name: Amy Mofsenson
	 	 	 Title: Vice President
	 	 	 
	 	wells
    fargo BANK. NATIONAL 

ASSOCIATION, as Trustee
	 	 	 
	 	By:	 /s/
    Amy Mofsenson
	 	 	 Name: Amy Mofsenson
	 	 	 Title: Vice President


 


 



GS 2015-GC32 – Pooling and Servicing Agreement



    	 



    	 



    

 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK     	)	 







 


On this 31 day of July, 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared J. Theodore Borter, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a President of GS Mortgage Securities Corporation II, a New York limited partnership, the limited partnership described in and that executed the foregoing instrument; and that he/she signed his/her name thereto under authority of the board of directors of said New York limited partnership and on behalf of such New York limited partnership.


 


WITNESS my hand and seal hereto affixed the day and year first above written.


 



	 	 /s/ Artrisa Y. Williams
	 	
Notary Public in and for the



State of New York







 


	My Commission expires:
	 
	[NOTARIAL SEAL]
	 
	
 


ARTRISA Y. WILLIAMS



Notary Public, State of New York


No. 01WI6124039


Qualified in New York County


Commission Expires May 24, 2017









 


  


 


 


 






    	 



    	 



    

 


 


	STATE OF KANSAS	)
	 	) ss:
	COUNTY OF JOHNSON	)






On this 24th day of July, 2015, before
me the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared David
A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a Senior Vice President_
of Midland Loan Services,, a Division of PNC Bank, National Association, the entity described in and that executed the foregoing
instrument; and that he/she singed his/her name thereto under authority of the board of directors said entity and on behalf of
such entity. 


WITNESS my hand and seal hereto affixed the day and year
first above written.


	 	/s/
    June     E. Cho
	 	Notary Public in and for the
	 	State of Kansas


 


	 	
	JUNE E. CHO	 
	NOTARY
    PUBLIC - State of Kansas	 
	My
    Appt. Exp. 06/11/18	 
	 	 
	My Commission expires:	
	 	
	[NOTARY SEAL]	
	 	
	 	
	 	


 


 






    	 



    	 



    









	STATE OF MARYLAND	)
	 	) ss:
	COUNTY OF MONTGOMERY	)






On this 20th day of July,
2015, before me the undersigned, a Notary Public in and for the State of Maryland, duly commissioned and sworn, personally appeared
Brian Hanson, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a Managing Director
of CWCapital Asset Management LLC, a Delaware limited liability company, the Delaware limited liability company described in and
that executed the foregoing instrument; and that he/she singed his/her name thereto under authority of said limited liability
company and on behalf of such limited liability company. 


WITNESS my hand and seal hereto affixed the day and year
first above written.


	 	

/s/ Sheremee O. Griffin Montogmery
	 	Notary Public in and for the
	 	State of Maryland


 


	 	SHEREMEE D. GREFFIN
	My Commission expires:	NOTARY PUBLIC
	 	MY
	[NOTARY SEAL]	COMISSION
	 	EXPIRES
	 	11/30/2018
	 	MONTGOMERY COUNTY, MD


 






 


 


 


 






    	 



    	 



    

 




 



	
STATE OF NEW YORK

	
)


	  	
)     ss:


	
COUNTY OF NEW YORK

	
)







 


                    On
this 15th day of July 2015, before me, the undersigned, a Notary Public in and for the State of New
York, duly commissioned and sworn, personally appeared David M. Rodgers, to me known who, by me duly sworn, did depose
and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors
LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing
instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


                    WITNESS my hand and seal hereto affixed the day and year first above written.



	  	  	  
	  	  	
/s/ KYLE R. RAFFO


	  	  	
NOTARY PUBLIC in and for the


	  	  	
State of New York


	  	  	  
	
[SEAL]     

	  	  
	  	  	  
	
My Commission expires:

	  	  
	  	  	  
	  	  	  
	
KYLE R. RAFFO

	  	  
	
Notary Public, State of New York

	  	  
	
Registration #01RA6287067

	  	  
	
Qualified in New York County

	  	  
	
Commission Expires August 5, 2017

	  	  












 


 


 


 






    	 



    	 



    




 


















	STATE OF ___________	)	 
	 	)	ss.:
	COUNTY OF __________	)	 





 



On
the 28th day of July,    2015, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Amy Mofsenson,  to me known who, by me duly sworn, did depose and acknowledge
before me and say that he/she is a Vice President of Wells Fargo Bank, NA, a national banking association, the entity
described in and that executed the foregoing instrument; and that he/she singed his/her name thereto under authority of the
board of directors of said national banking association and on behalf of such national banking association.


 



WITNESS my hand and seal hereto affixed the day and year first above written. 



	 	 /s/ Janet M. Jolley
	My Commission expires:

                [NOTARIAL SEAL]
	
Signature and Office of individual taking acknowledgment


 



JANET M. JOLLEY


Notary Public, State of New York


No. 01J06121000


Qualified in Kings County


Commission Expires Jan. 3, 2017







  




























 


 


 






    	 



    	 



    




 


















	STATE OF ___________	)	 
	 	)	ss.:
	COUNTY OF __________	)	 





 



On
the 28th day of July,    2015, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Amy Mofsenson,  to me known who, by me duly sworn, did depose and acknowledge
before me and say that he/she is a Vice President of Wells Fargo Bank, NA, a national banking association, the entity
described in and that executed the foregoing instrument; and that he/she singed his/her name thereto under authority of the
board of directors of said national banking association and on behalf of such national banking association.


 



WITNESS my hand and seal hereto affixed the day and year first above written. 



	 	 /s/ Janet M. Jolley
	My Commission expires:

                [NOTARIAL SEAL]
	
Signature and Office of individual taking acknowledgment


 



JANET M. JOLLEY


Notary Public, State of New York


No. 01J06121000


Qualified in Kings County


Commission Expires Jan. 3, 2017







  




























 


 


 


 


 


 






    	 



    	 



    

 


 







 


EXECUTION VERSION


 


EXHIBIT
A-1


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.


 



    	A-1-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-1


 


	Pass-Through
    Rate:  1.593%	 	 
	 	 	 
	First
    Distribution Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-1 Certificates:  $54,451,000	 	Scheduled
    Final Distribution Date: the Distribution Date in April 2020



 


	CUSIP:  36250PAA3
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US36250PAA30 
	 	 
	 	 	 
	Common
    Code: 126846380	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class  G, Class H and Class R Certificates (together with the Class A-1 Certificates, the
“Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 






    	A-1-2



    	 



    


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    	A-1-3



    	 



    

 


(ii) all
scheduled or unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the
Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any
REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property);
(iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the
Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents
and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee
pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 






    	A-1-4



    	 



    

 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to
                                         maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a
                                         grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
                                         Fund, provided that the Trustee and the Certificate Administrator have received
                                         an opinion of counsel (at the expense of the party requesting the amendment) to the effect
                                         that (1) the action is necessary or desirable to maintain such qualification or
                                         to avoid or minimize such risk and (2) the action will not adversely affect in any material
                                         respect the interests of any holder of the Certificates or, if applicable, any Serviced
                                         Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with
                                         respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB,
                                         and/or any related regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 



    	A-1-5



    	 



    




 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-1-6



    	 



    


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 




    	A-1-7



    	 



    

 



 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 








Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 






    	A-1-8



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-1  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-1-9



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-1-10



    	 



    



 


EXHIBIT
A-2


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Global
Certificate legend.


 




    	A-2-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-2


 


	Pass-Through
    Rate:  3.062%	 	 
	 	 	 
	First
    Distribution Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-2 Certificates:  $50,885,000	 	Scheduled
    Final Distribution Date: the Distribution Date in July 2020
	 	 	 





	CUSIP:  36250PAB1 

         
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	ISIN:
US36250PAB13


	 	 
	 	 	 
	Common
    Code: 126846398	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class  G, Class H and Class R Certificates (together with the Class A-2 Certificates, the
“Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-2-2



    	 



    

 



The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-2-3



    	 



    

 


interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each
Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the
Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required
to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and
the Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to
                                         maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a
                                         grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
                                         Fund, provided that the Trustee and the Certificate Administrator have received
                                         an opinion of 



 





    	A-2-4



    	 



    

 


		 	 counsel (at the expense of the party requesting the amendment) to the effect
                                         that (1) the action is necessary or desirable to maintain such qualification or
                                         to avoid or minimize such risk and (2) the action will not adversely affect in any material
                                         respect the interests of any holder of the Certificates or, if applicable, any Serviced
                                         Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with
                                         respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB,
                                         and/or any related regulatory actions and/or interpretations;





 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-2-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-2-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 




    	A-2-7



    	 



    



 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 








Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 






    	A-2-8



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-2-9



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-2-10



    	 



    

 



EXHIBIT A-3


 





GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global Certificate legend.




 




    	A-3-1



    	 



    

 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-3


 


	Pass-Through Rate: 3.498%	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates:  $180,000,000	 	Scheduled Final Distribution Date: the Distribution Date in June 2025
	 	 	 





	
        CUSIP:   36250PAC9

         

	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US36250PAC95

         
	 	 
	Common Code: 126846410	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class A-3 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 






    	A-3-2



    	 



    

  


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    	A-3-3



    	 



    

  


(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 






    	A-3-4



    	 



    

 


 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-3-5



    	 



    

 





		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






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The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-3-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed. 





	 	 	 	 
	 	 	

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not
in its individual capacity but solely as Certificate Administrator


	 	 	 	 
	 	 	
By:

	 
	 	 	 	
Authorized Signatory







 






Dated: ______________





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  















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ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________ ______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.








 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within
Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date: _________________





	 	 
	 	
Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number








 






    	A-3-9



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.




	 	 	 	 
	 	By: 	 	 
	 	 	[Please print
    or type name(s)]
	 	 	 	 
	 	 	Title
	 	 	 	 
	 	 	Taxpayer Identification Number




 









    	A-3-10



    	 



    

  


EXHIBIT
A-4


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 








 



 


1          Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2         Global Certificate legend.






 




    	A-4-1



    	 



    

 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-4


 


	Pass-Through Rate:  3.764%	 	
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-4 Certificates:  $331,866,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 





	
        CUSIP:   36250PAD7


         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	ISIN:      US36250PAD78


	 	 
	Common Code: 126715609	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class A-4 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-4-2



    	 



    

 


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s


 






    	A-4-3



    	 



    

 


interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-4-4



    	 



    

 


 


	 	 	counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-4-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-4-6



    	 



    

  


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-4-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Dated: ______________





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory











 




    	A-4-8



    	 



    

ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________ ______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within
Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _____________________





	  	 	 	 	 
	 	 	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number





 




    	A-4-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 
 


	 	 	 	 
	 	By: 	 	 
	 	 	[Please print
    or type name(s)]
	 	 	 	 
	 	 	Title
	 	 	 	 
	 	 	Taxpayer Identification Number





 







    	A-4-10



    	 



    

 



EXHIBIT
A-5


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-AB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 














 


1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




2      Global
Certificate legend.




 






    	A-5-1



    	 



    




 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-AB 


 


	Pass-Through
    Rate:  3.513%	 	 
	 	 	 
	First
    Distribution Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-AB Certificates:  $84,984,000	 	Scheduled
    Final Distribution Date: the Distribution Date in April 2025


  


	CUSIP:  36250PAE5 

         
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	ISIN:
US36250PAE51

                                            


        
	 	 
	Common
    Code: 126846452	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class  G, Class H and Class R Certificates (together with the Class A-AB Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-5-2



    	 



    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s


 






    	A-5-3



    	 



    

 


interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-5-4



    	 



    

 


			counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the
interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a
non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-5-5



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-5-6



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-5-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-AB Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 


Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 



    	A-5-8



    	 



    




   


ASSIGNMENT 


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________
______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented
by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-5-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:  	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-5-10



    	 



    

  


EXHIBIT
A-6


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS X-A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR
INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH
BELOW.


 


THIS
CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 



 








 




1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 


2      Global
Certificate legend.




 






    	A-6-1



    	 



    

 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS X-A 


 


	Pass-Through
Rate:  Variable IO1	 	 
	 	 	 
	First
    Distribution Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Notional Amount of the Class X-A Certificates:  $772,404,000	 	Scheduled
    Final Distribution Date: the Distribution Date in July 2025





 


	CUSIP: 36250PAF2 

         
	 	Initial
Notional Amount of this Certificate: 

        $[
]

	ISIN:    US36250PAF27	 	
	  

        Common
Code: 126846428
	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E,
Class F, Class  G, Class H and Class R Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 












 



1      The
approximate Pass-Through Rate as of the Closing Date is 1.061%.




 






    	A-6-2



    	 



    

 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE


 






    	A-6-3



    	 



    

 


Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust
REMIC as a REMIC or the Grantor Trust as a



 






    	A-6-4



    	 



    

 


			grantor
trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion
Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;







 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that



 






    	A-6-5



    	 



    

 


			Certificate or that are required
to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such


 






    	A-6-6



    	 



    

 


termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    	A-6-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 








Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 






    	A-6-8



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented
by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-6-9



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:  	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-6-10



    	 



    


 


EXHIBIT
A-7


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B REGULAR
INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH
BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





1   Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2   Global Certificate legend.


 






    	A-7-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS X-B 


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $60,188,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2025


 


	
        CUSIP:  36250PAG0

         
		
        Initial Notional Amount of this Certificate:

        $[    ]

	ISIN:    US36250PAG00	 	 
	 	 	 
	Common Code: 126846444	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





1 The initial approximate
Pass-Through Rate as of the Closing Date is 0.010%.


 






    	A-7-2



    	 



    

 


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of


 






    	A-7-3



    	 



    

 


each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



 






    	A-7-4



    	 



    

 


			action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material
respect the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict
(or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the
Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 











		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-7-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).






    	A-7-6



    	 



    

 


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-7-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed. 





 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity but solely as Certificate Administrator
	 	 	 
		By: 	
 
	 	 	Authorized Signatory



 


Dated: ______________


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity but solely
 as Authenticating Agent
	 	 	 
		By: 	
 
	 	 	Authorized Signatory



 






    	A-7-8



    	 



    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-B  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.





 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within
Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


 





	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 






    	A-7-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


 


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By: 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number










 



    	A-7-10



    	 



    




 


EXHIBIT
A-8


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS X-D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 







1   Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2   Global Certificate legend.


  



    	A-8-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS X-D 


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D 

Certificates:  $51,410,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2025


 


	
        CUSIP:  36250PAN5

          
		
        Initial Notional Amount of this Certificate:

        $[   ]

	
        ISIN:    US36250PAN50 

         
	 	 
	 	 	 
	Common Code: 126846509	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F,
Class  G, Class H and Class R Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 





1   The initial approximate
Pass-Through Rate as of the Closing Date is 1.214%.


 






    	A-8-2



    	 



    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE 


 



    	A-8-3



    	 



    




 


Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the
Grantor Trust as a



 






    	A-8-4



    	 



    

 


			grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 












		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that 



 






    	A-8-5



    	 



    

 


			Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 











		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such


 






    	A-8-6



    	 



    




 


termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-8-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity but solely as Certificate Administrator
	 	 	 
		By: 	
 
	 	 	Authorized Signatory



 





Dated: ______________


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity but solely
 as Authenticating Agent
	 	 	 
		By: 	
 
	 	 	Authorized Signatory



   



    	A-8-8



    	 



    







 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-D  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.

 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within
Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


 

	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 






    	A-8-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By: 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number







 






    	A-8-10



    	 



    

 



EXHIBIT
A-9


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE
CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 








 






 


1
   Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





 


2
   Global Certificate legend.



 



    	A-9-1



    	 



    

 





GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS A-S


 


	Pass-Through
    Rate: The lesser of 4.018% per annum and the WAC Rate	 	 
	 	 	 
	First
    Distribution Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class A-S Certificates:  $70,218,000. The Aggregate Initial Certificate
    Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class
    A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class
    PEZ Certificates)	 	Scheduled
    Final Distribution Date: the Distribution Date in July 2025


  


	CUSIP: 36250PAH8

          

         
	 	Initial
    Certificate Principal Amount of this Certificate: $[      ] (subject to exchanges for Exchangeable Certificates
    on or after the Closing Date)
	ISIN:
        US36250PAH82  
	 	 
	 	 	 
	Common
    Code: 126846401	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class X-A, Class X-B, Class B, Class PEZ, Class C, Class D, Class
X-D, Class E, Class F, Class  G, Class H and Class R Certificates (together with the Class A-S Certificates,
the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National


 






    	A-9-2



    	 



    

 


Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-9-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



  



    	A-9-4



    	 



    




 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.





 



    	A-9-5



    	 



    

 





The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


  



    	A-9-6



    	 



    

 





the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


  



    	A-9-7



    	 



    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: ______________


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its
individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 



    	A-9-8



    	 



    




  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________ ______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented
by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number










 






    	A-9-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




  






    	A-9-10



    	 



    

 


EXHIBIT
A-10


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT
TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE
CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE
PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 








 






 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 





2
    Global Certificate legend.


 







    	A-10-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS B


 


	Pass-Through Rate:  The WAC Rate minus 0.010%1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates:  $60,188,000.  The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 
	
        CUSIP:  36250PAJ4

         

          
	 	Initial Certificate Principal Amount of this Certificate: $[      ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN: US36250PAJ49 
	 	 
	 	 	 
	Common Code: 126846436	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee,


 





 






 


1
     The initial approximate Pass-Through Rate as of the Closing date is 4.549%.


 






    	A-10-2



    	 



    

 


Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-10-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-10-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 






    	A-10-5



    	 



    

 





The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


 






    	A-10-6



    	 



    

 


the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-10-7



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  





Dated: ______________


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





  



    	A-10-8



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________ ______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented
by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number










 






    	A-10-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-10-10



    	 



    

 



EXHIBIT A-11


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS PEZ


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 
















 


1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




2      Global
Certificate legend.




 






    	A-11-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS PEZ


 


	Pass-Through Rate:  N/A.  The Class PEZ Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class PEZ Certificates	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $173,038,000.  The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 
	
        CUSIP:  36250PAK1 

         
	 	Initial Certificate Principal Amount of this Certificate: $[           ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:      US36250PAK12 
	 	 
	 	 	 
	Common Code: 126846487	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class PEZ Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class PEZ Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 






    	A-11-2



    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class PEZ Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall


 






    	A-11-3



    	 



    

 


accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 






    	A-11-4



    	 



    

 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any


 






    	A-11-5



    	 



    

 


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and


 






    	A-11-6



    	 



    

 


Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-11-7



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class PEZ Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 


Dated: ______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class PEZ Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 






    	A-11-8



    	 



    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class PEZ Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented by the within
Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following address:


 


Date: _________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 






    	A-11-9



    	 



    

   


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 





	 	By:  	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






    	A-11-10



    	 



    

  


EXHIBIT
A-12


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 



 








 




1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 


2      Global
Certificate legend.




 






    	A-12-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS C 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $42,632,000.  The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 
	CUSIP: 36250PAL9	 	Initial Certificate Principal Amount of this Certificate: $[          ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:     US36250PAL94
	 	 
	 	 	 
	Common Code: 126846479	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class D, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee,


 















 



1      
The initial approximate Pass-Through Rate as of the Closing date is 4.559%




 


 



    	A-12-2



    	 



    

 


Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-12-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-12-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.






    	A-12-5



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


 






    	A-12-6



    	 



    

 


the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-12-7



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 





Dated: ______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 






    	A-12-8



    	 



    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class C  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



  



    	A-12-9



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    	A-12-10



    	 



    


 


EXHIBIT
A-13


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 





 



 








1        
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


2        
Global Certificate legend.


 







 









    	A-13-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS D


 


	Pass-Through Rate:  3.345%	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $51,410,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 





	
        CUSIP:  36250PAM7

 
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US36250PAM77

        
	 	 
	 	 	 
	Common Code: 126846495	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class X-D, Class E, Class F, Class
 G, Class H and Class R Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-13-2



    	 



    

  


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s


 






    	A-13-3



    	 



    

 


interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee and the Certificate Administrator have received an opinion of



 






    	A-13-4



    	 



    

 





	 	 	counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-13-5



    	 



    

  


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-13-6



    	 



    

  


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 









    	A-13-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.





	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory





  


Dated: ______________


 





CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________





	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory





 




    	A-13-8



    	 



    

ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 






    	A-13-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.







 





	 	By:  	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 


 




    	A-13-10



    	 



    

  


EXHIBIT
A-14


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY


 








 






 


1           Temporary
Regulation S Global Certificate legend.


 


2            Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3           
Global Certificate legend.


 







 






    	A-14-1



    	 



    

  


(A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 









    	A-14-2



    	 



    

 


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS E


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $20,063,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 





	
        CUSIP:   36250PAP0

         U0409EAA1

        

                        36250PAQ8

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US36250PAP09

                        USU0409EAA11

        

         US36250PAQ81 
	 	 
	 	 	 
	Common Code: 126672756	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class F, Class
 G, Class H and Class R Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not


 





 



 


1         The initial approximate Pass-Through
Rate as of the Closing date is 4.559%







 






    	A-14-3



    	 



    

 


defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-14-4



    	 



    

  


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 






    	A-14-5



    	 



    

 


 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-14-6



    	 



    

 


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-14-7



    	 



    




 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    	A-14-8



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory





Dated: ______________





  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________





	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory


 


 




    	A-14-9



    	 



    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.







 


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number





 




    	A-14-10



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.




 





	 	By:  	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 







    	A-14-11



    	 



    



 


EXHIBIT
A-15


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


  


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY





	 	 






 


1
          Temporary Regulation S Global Certificate legend.


 


2
          Legend required as long as DTC is the Depository under the
Pooling and Servicing Agreement.


 


3
          Global Certificate legend.


 






    	A-15-1



    	 



    

 


(A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY
ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT,
THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-15-2



    	 



    







 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS F


 





	Pass-Through
Rate: The WAC Rate1	 	 
	 	 	 
	First Distribution
    Date: August 12, 2015	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of
    any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under
    the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class F Certificates:  $10,031,000	 	Scheduled
    Final Distribution Date: the Distribution Date in July 2025


 





	CUSIP:  36250PAR6 

                                                           U0409EAB9

                                                           36250PAS4

                                          
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	ISIN:
                                         US36250PAR64

                                                     USU0409EAB93

                                                   US36250PAS48

                                            


         
	 	 
	Common
    Code: 126672764	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D,
Class X-D, Class E, Class G, Class H and Class R Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


        This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not





	 	 





  


1
       The initial approximate Pass-Through Rate as of the Closing date is 4.559%


  






    	A-15-3



    	 



    

  


defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


      This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


      The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


      Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


        Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


        All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


        Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


      This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 



    	A-15-4



    	 



    

 


        As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


        This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


        As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


        Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


        The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 






    	A-15-5



    	 



    

 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to
                                         maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a
                                         grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
                                         Fund, provided that the Trustee and the Certificate Administrator have received
                                         an opinion of counsel (at the expense of the party requesting the amendment) to the effect
                                         that (1) the action is necessary or desirable to maintain such qualification or
                                         to avoid or minimize such risk and (2) the action will not adversely affect in any material
                                         respect the interests of any holder of the Certificates or, if applicable, any Serviced
                                         Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with
                                         respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB,
                                         and/or any related regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


        The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-15-6



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


      The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-15-7



    	 



    

 


      The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


      The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


      Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.








 






    	A-15-8



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class  F Certificate to be duly executed.


	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,

 not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  

	 
	 	 	 	Authorized Signatory



 


Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class  F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating
                                         Agent 

	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 






    	A-15-9



    	 



    







 


ASSIGNMENT 


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________ ______________________________________________________ (please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of
the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented
by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 







    	A-15-10



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    	A-15-11



    	 



    

 





EXHIBIT
A-16


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS G


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY


 






 












 


1     Temporary Regulation S Global
Certificate legend.


 


2      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




3      Global
     Certificate legend.





 






    	A-16-1



    	 



    

 


(A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY
ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT,
THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-16-2



    	 



    


 


GS
MORTGAGE SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS G


 


	Pass-Through
    Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution
    Date: August 12, 2015	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that
    has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage
    Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Principal Amount of the Class G Certificates:  $17,555,000	 	Scheduled Final
    Distribution Date: the Distribution Date in July 2025


 


	CUSIP: 
                                         36250PAT2

                                         U0409EAC7 

        36250PAU9 
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
                                            US36250PAT21

USU0409EAC76

         US36250PAU93 
	 	 
	 	 	 
	Common
    Code: 126672802	 	 
	 	 	 
	No.:  1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D,
Class X-D, Class E, Class F, Class H and Class R Certificates (together with the Class G Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1,
2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer. To the extent not


 





 



 












1 The initial approximate Pass-Through
Rate as of the Closing date is 4.559%





    	A-16-3



    	 



    



 

defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-16-4



    	 



    

 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all
revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for
any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts
and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution
Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier
Regular Interests.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without
the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
                                         or any Serviced Companion Loan Holder;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
                                         or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder or Serviced Companion Loan Holder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 






    	A-16-5



    	 



    

 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to
                                         maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a
                                         grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
                                         Fund, provided that the Trustee and the Certificate Administrator have received
                                         an opinion of counsel (at the expense of the party requesting the amendment) to the effect
                                         that (1) the action is necessary or desirable to maintain such qualification or
                                         to avoid or minimize such risk and (2) the action will not adversely affect in any material
                                         respect the interests of any holder of the Certificates or, if applicable, any Serviced
                                         Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with
                                         respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB,
                                         and/or any related regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder or,
                                         if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
                                         Servicer without such party’s consent (which consent may not be withheld unless
                                         such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any
                                         material respect the interests of any Certificateholder or, if applicable, any Serviced
                                         Companion Loan Holder;



 


provided that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 






    	A-16-6



    	 



    

 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on
                                         a Certificate of any Class without the consent of the Holder of that Certificate or that
                                         are required to be distributed to any holder of a Serviced Companion Loan without the
                                         consent of that holder;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment or remove the requirement to obtain the consent of any Serviced
                                         Companion Loan Holder without the consent of the Holders of all Certificates of that
                                         Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
                                         Mortgage Loan Seller;



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer
                                         pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
                                         to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders;



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders)
any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the
related Companion Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property
acquired by the Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other
Pooling and Servicing Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances made by such party, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


 






    	A-16-7



    	 



    

 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or
if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or,
if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided above if such party first notifies
the Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of
a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative,
each Certifying Certificateholder and the Master Servicer) of its intention to do so in writing at least 30 days prior to the
Anticipated Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or
by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion
Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final
Distribution Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created thereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 



    	A-16-8



    	 



    


 


 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

 not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 








Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 






    	A-16-9



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class  G Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class  G Certificate of the entire Percentage Interest represented
by the within Class G  Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-16-10



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of _____________________________ account number _______________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-16-11



    	 



    


 


EXHIBIT
A-17


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY


 


 



 


1     Temporary Regulation S Global Certificate legend.


 


2     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Global Certificate legend.




 



 



    	A-17-1



    	 



    




 


(A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-17-2



    	 



    






 


GS
MORTGAGE SECURITIES TRUST 2015-GC32
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2015-GC32, CLASS H


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: August 12, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class H Certificates:  $28,840,074	 	Scheduled Final Distribution Date: the Distribution Date in July 2025
	 	 	 



 


	
        CUSIP:   36250PAV7
U0409EAD5

36250PAW5 
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	
        ISIN:     US36250PAV76

USU0409EAD59

US36250PAW59 
	 	 
	 	 	 
	Common Code: 126672845	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class H Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F,
Class G and Class R Certificates (together with the Class H Certificates, the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not


 


 



 


1     The initial approximate Pass-Through Rate as of the Closing date is 4.559%



 



    	A-17-3



    	 



    

 


defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class H Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-17-4



    	 



    


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 






    	A-17-5



    	 



    

 


 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-17-6



    	 



    


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-17-7



    	 



    


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-17-8



    	 



    

 






 IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class H Certificate to be duly executed. 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 








Dated:
______________ 


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class H Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
______________ 


	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By: 	 
	 	 	 	Authorized Signatory



 






    	A-17-9



    	 



    

 







ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class H Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class H Certificate of the entire Percentage Interest represented
by the within Class H Certificates to the above-named Assignee(s) and to deliver such Class H Certificate to the following
address:


 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




 






    	A-17-10



    	 



    

 






DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________
_______________________________________ Distributions, if being made by wire transfer in immediately available funds to
_______________________________ for the account of __________________________ account number ____________________________.
This information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-17-11



    	 



    

 






EXHIBIT A-18


 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GC32, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B)
IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS
THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO
PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR


 






    	A-18-1



    	 



    

 


ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE
A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR
OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 






    	A-18-2



    	 



    




 


GS MORTGAGE
SECURITIES TRUST 2015-GC32

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC32, CLASS R 


 


	Percentage Interest:  [     ]%	 
	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in July 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in August 2015, the date that would have been its Due Date in July 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 





 


	
        CUSIP:   36250PAX3

 U0409EAE3

 36250PAY1

         
	 
	
        ISIN:       US36250PAX33

 USU0409EAE33

 US36250PAY16 
	 
	 	 
	No.:  1	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class
G and Class H Certificates (together with the Class R Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-18-3



    	 



    




 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in August 2015 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans (excluding the CCRE Strip) due after the Cut-Off Date (or with respect to a
Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received
in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the
Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase


 






    	A-18-4



    	 



    

 


Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Serviced Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion
of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Serviced Companion Loan Holder, (B) to restrict (or
to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted
Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations;



 






    	A-18-5



    	 



    

 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Serviced Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Serviced Companion
Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall:


 






    	A-18-6



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor
pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-18-7



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-18-8



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed. 





	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory






 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 





	 	 	 	 
	 	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent 

	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 






    	A-18-9



    	 



    




 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________ ______________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R
Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 






    	A-18-10



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________ _______________________________________
Distributions, if being made by wire transfer in immediately available funds to _______________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.



 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






    	A-18-11



    	 



    

 




 


EXECUTION VERSION


   


EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 


 



    	 



    	 



    










	GSMS
    2015-GC32	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	8625	 	Ascentia
    MHC Portfolio	 	 	 	 	 	 	 	 	 	100,000,000	 	4.4250%	 	120	 	7/6/2025	 	360	 	0.00500%
	1.01	 	 	 	10484	 	Eagle
    River	 	32700
    Highway 6	 	Edwards	 	Colorado	 	81632	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	Foxridge
    Farm	 	26900
    East Colfax Avenue	 	Aurora	 	Colorado	 	80018	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	River
    Valley	 	10910
    Turner Boulevard	 	Longmont	 	Colorado	 	80504	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	West
    Winds	 	505
    Williams Street	 	Cheyenne	 	Wyoming	 	82007	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	Skyline
    Village	 	1700
    Swanson Drive	 	Rock
    Springs	 	Wyoming	 	82901	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	Gaslight
    Village	 	2801
    North 1st Street	 	Lincoln	 	Nebraska	 	68521	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	Dream
    Island	 	1315
    Dream Island Plaza	 	Steamboat
    Springs	 	Colorado	 	80487	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	Valley
    Ridge	 	8671
    Southwest Loop 410	 	San
    Antonio	 	Texas	 	78242	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	Western
    Hills	 	45
    Purple Sage Road	 	Rock
    Springs	 	Wyoming	 	82901	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	Lake
    Fork	 	150
    Highway 300	 	Leadville	 	Colorado	 	80461	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	Aloha
    Vegas	 	500
    Miller Avenue	 	North
    Las Vegas	 	Nevada	 	89030	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	Kingswood
    Estates	 	2323
    Bellwood Drive	 	Grand
    Island	 	Nebraska	 	68801	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	Country
    Oaks	 	7510
    Talley Road	 	San
    Antonio	 	Texas	 	78253	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	Woodlawn
    Estates	 	2720
    North 2nd Street	 	Lincoln	 	Nebraska	 	68521	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	Buckingham
    Village	 	2910
    Pat Booker Road	 	Universal
    City	 	Texas	 	78148	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	Woodview	 	1301
    West Oltorf Street	 	Austin	 	Texas	 	78704	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	West
    Park Plaza	 	129
    Melody Lane	 	Grand
    Island	 	Nebraska	 	68803	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	Valle
    Grande	 	8900
    2nd Street Northwest	 	Albuquerque	 	New
    Mexico	 	87114	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	Riviera
    de Sandia	 	12145
    State Highway 14 North, Lot J3	 	Cedar
    Crest	 	New
    Mexico	 	87008	 	 	 	 	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	Cedar
    Village	 	15814
    East Colfax Avenue	 	Aurora	 	Colorado	 	80011	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	Rancho
    Bridger	 	5020
    Springs Drive	 	Rock
    Springs	 	Wyoming	 	82901	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	Sheltered
    Valley	 	1700
    Wilson Street	 	Green
    River	 	Wyoming	 	82935	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	Vals	 	125
    Clinton Road	 	Cibolo	 	Texas	 	78108	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	Countryside
    Estates	 	2400
    North 1st Street	 	Lincoln	 	Nebraska	 	68521	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	W
    bar K	 	3800
    Sunset Drive	 	Rock
    Springs	 	Wyoming	 	82901	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	Trails
    End	 	1925
    East Murray Street	 	Rawlins	 	Wyoming	 	82301	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	Windgate	 	2800
    Windgate Drive	 	New
    Braunfels	 	Texas	 	78130	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	Golden
    Eagle	 	1016
    Harshman Street	 	Rawlins	 	Wyoming	 	82301	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	Mountain
    Springs	 	701
    Antelope Drive	 	Rock
    Springs	 	Wyoming	 	82901	 	 	 	 	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	North
    Breeze	 	8360
    Eckhert Road	 	San
    Antonio	 	Texas	 	78240	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	Sugar
    Creek	 	211
    Monroe Street	 	Rawlins	 	Wyoming	 	82301	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	Hillside	 	300
    Harshman Street	 	Rawlins	 	Wyoming	 	82301	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	Fig
    Garden Village	 	632-770
    West Shaw Avenue and 5056-5128 North Palm Avenue	 	Fresno	 	California	 	93704	 	74,200,000	 	4.1355%	 	119	 	6/6/2025	 	360	 	0.00500%
	3	 	 	 	7NBS30	 	Bassett
    Place	 	6101
    Gateway Boulevard West	 	El
    Paso	 	Texas	 	79925	 	65,500,000	 	4.3985%	 	120	 	7/6/2025	 	360	 	0.00500%
	4	 	 	 	7NQDM1	 	JW
    Marriott Cherry Creek	 	150
    Clayton Lane	 	Denver	 	Colorado	 	80206	 	65,000,000	 	4.3280%	 	120	 	7/6/2025	 	360	 	0.00500%
	5	 	2	 	7N6445	 	Dallas
    Market Center	 	2050
    and 2100 North Stemmons Freeway	 	Dallas	 	Texas	 	75207	 	56,844,816	 	4.0975%	 	118	 	5/6/2025	 	358	 	0.00250%
	6	 	3	 	10040	 	Kaiser
    Center	 	300
    Lakeside Drive	 	Oakland	 	California	 	94612	 	50,000,000	 	4.3900%	 	119	 	6/6/2025	 	360	 	0.00500%
	7	 	 	 	10321	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	1000
    Corporate Drive	 	Canonsburg	 	Pennsylvania	 	15317	 	30,000,000	 	4.3500%	 	120	 	7/6/2025	 	360	 	0.00500%
	8	 	 	 	7N3GS6	 	Doubletree
    Tallahassee	 	101
    South Adams Street	 	Tallahassee	 	Florida	 	32301	 	25,574,500	 	4.8365%	 	120	 	7/6/2025	 	360	 	0.00250%
	9	 	4	 	7941	 	US
    StorageMart Portfolio	 	 	 	 	 	 	 	 	 	25,000,000	 	3.7979%	 	57	 	4/6/2020	 	0	 	0.00250%
	9.01	 	 	 	7941-1	 	50
    Wallabout Street	 	50
    Wallabout Street	 	Brooklyn	 	New
    York	 	11249	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	250
    Flanagan Way	 	250
    Flanagan Way	 	Secaucus	 	New
    Jersey	 	7094	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	6700
    River Road	 	6700
    River Road	 	West
    New York	 	New
    Jersey	 	7093	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	1015
    North Halsted Street	 	1015
    North Halsted Street	 	Chicago	 	Illinois	 	60642	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	7536
    Wornall Road	 	7536
    Wornall Road	 	Kansas
    City	 	Missouri	 	64114	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	640
    Southwest 2nd Avenue	 	640
    Southwest 2nd Avenue	 	Miami	 	Florida	 	33130	 	 	 	 	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	4920
    Northwest 7th Street	 	4920
    Northwest 7th Street	 	Miami	 	Florida	 	33126	 	 	 	 	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	9925
    Southwest 40th Street	 	9925
    Southwest 40th Street	 	Miami	 	Florida	 	33165	 	 	 	 	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	9220
    West 135th Street	 	9220
    West 135th Street	 	Overland
    Park	 	Kansas	 	66221	 	 	 	 	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	980
    4th Avenue	 	980
    4th Avenue	 	Brooklyn	 	New
    York	 	11232	 	 	 	 	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	405
    South Federal Highway	 	405
    South Federal Highway	 	Pompano
    Beach	 	Florida	 	33062	 	 	 	 	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	11001
    Excelsior Boulevard	 	11001
    Excelsior Boulevard	 	Hopkins	 	Minnesota	 	55343	 	 	 	 	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	11325
    Lee Highway	 	11325
    Lee Highway	 	Fairfax	 	Virginia	 	22030	 	 	 	 	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	2021
    Griffin Road	 	2021
    Griffin Road	 	Fort
    Lauderdale	 	Florida	 	33312	 	 	 	 	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	400
    West Olmos Drive	 	400
    West Olmos Drive	 	San
    Antonio	 	Texas	 	78212	 	 	 	 	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	14151
    Wyandotte Street	 	14151
    Wyandotte Street	 	Kansas
    City	 	Missouri	 	64145	 	 	 	 	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	5979
    Butterfield Road	 	5979
    Butterfield Road	 	Hillside	 	Illinois	 	60162	 	 	 	 	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	115
    Park Avenue	 	115
    Park Avenue	 	Basalt	 	Colorado	 	81621	 	 	 	 	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	3500
    Southwest 160th Avenue	 	3500
    Southwest 160th Avenue	 	Miramar	 	Florida	 	33027	 	 	 	 	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	2445
    Crain Highway	 	2445
    Crain Highway	 	Waldorf	 	Maryland	 	20601	 	 	 	 	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	100
    West North Avenue	 	100
    West North Avenue	 	Lombard	 	Illinois	 	60148	 	 	 	 	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	2727
    Shermer Road	 	2727
    Shermer Road	 	Northbrook	 	Illinois	 	60062	 	 	 	 	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	15201
    Antioch Road	 	15201
    Antioch Road	 	Overland
    Park	 	Kansas	 	66221	 	 	 	 	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	2450
    Mandela Parkway	 	2450
    Mandela Parkway	 	Oakland	 	California	 	94607	 	 	 	 	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	184-02
    Jamaica Avenue	 	184-02
    Jamaica Avenue	 	Hollis	 	New
    York	 	11423	 	 	 	 	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	9012
    Northwest Prairie View Road	 	9012
    Northwest Prairie View Road	 	Kansas
    City	 	Missouri	 	64153	 	 	 	 	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	16101
    West 95th Street	 	16101
    West 95th Street	 	Lenexa	 	Kansas	 	66219	 	 	 	 	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	3100
    North Mannheim	 	3100
    North Mannheim	 	Franklin
    Park	 	Illinois	 	60131	 	 	 	 	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	9580
    Potranco Road	 	9580
    Potranco Road	 	San
    Antonio	 	Texas	 	78251	 	 	 	 	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	18025
    Monterey Street	 	18025
    Monterey Street	 	Morgan
    Hill	 	California	 	95037	 	 	 	 	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	9N
    004 Route 59	 	9N
    004 Route 59	 	Elgin	 	Illinois	 	60120	 	 	 	 	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	5115
    Clayton Road	 	5115
    Clayton Road	 	Concord	 	California	 	94521	 	 	 	 	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	9702
    West 67th Street	 	9702
    West 67th Street	 	Merriam	 	Kansas	 	66203	 	 	 	 	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	794
    Scenic Highway	 	794
    Scenic Highway	 	Lawrenceville	 	Georgia	 	30046	 	 	 	 	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	12430
    Bandera Road	 	12430
    Bandera Road	 	Helotes	 	Texas	 	78023	 	 	 	 	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	4000
    South Providence Road	 	4000
    South Providence Road	 	Columbia	 	Missouri	 	65203	 	 	 	 	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	2743
    San Pablo Avenue	 	2743
    San Pablo Avenue	 	Oakland	 	California	 	94612	 	 	 	 	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	819
    North Eola Road	 	819
    North Eola Road	 	Aurora	 	Illinois	 	60502	 	 	 	 	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	2506
    West Worley Street	 	2506
    West Worley Street	 	Columbia	 	Missouri	 	65203	 	 	 	 	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	15601
    FM 1325	 	15601
    FM 1325	 	Austin	 	Texas	 	78728	 	 	 	 	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	10700
    West 159th Street	 	10700
    West 159th Street	 	Orland
    Park	 	Illinois	 	60467	 	 	 	 	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	2403
    Rangeline Street	 	2403
    Rangeline Street	 	Columbia	 	Missouri	 	65202	 	 	 	 	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	Chicago	 	Illinois	 	60637	 	 	 	 	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	2277
    Walters Road	 	2277
    Walters Road	 	Fairfield	 	California	 	94533	 	 	 	 	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	1575
    Thousand Oaks Drive	 	1575
    Thousand Oaks Drive	 	San
    Antonio	 	Texas	 	78232	 	 	 	 	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	7460
    Frontage Road	 	7460
    Frontage Road	 	Merriam	 	Kansas	 	66203	 	 	 	 	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	6401
    Third Street	 	6401
    Third Street	 	Key
    West	 	Florida	 	33040	 	 	 	 	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	2816
    Eaton Road	 	2816
    Eaton Road	 	Kansas
    City	 	Kansas	 	66103	 	 	 	 	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	3985
    Atlanta Highway	 	3985
    Atlanta Highway	 	Athens	 	Georgia	 	30606	 	 	 	 	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	11510
    North Main Street	 	11510
    North Main Street	 	Kansas
    City	 	Missouri	 	64155	 	 	 	 	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	750
    Winchester Road	 	750
    Winchester Road	 	Lexington	 	Kentucky	 	40505	 	 	 	 	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	3401
    Broadway Boulevard	 	3401
    Broadway Boulevard	 	Kansas
    City	 	Missouri	 	64111	 	 	 	 	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	1720
    Grand Boulevard	 	1720
    Grand Boulevard	 	Kansas
    City	 	Missouri	 	64108	 	 	 	 	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	1310
    South Enterprise Street	 	1310
    South Enterprise Street	 	Olathe	 	Kansas	 	66061	 	 	 	 	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	2420
    St Mary’s Boulevard	 	2420
    St Mary’s Boulevard	 	Jefferson
    City	 	Missouri	 	65109	 	 	 	 	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	3500
    I-70 Drive Southeast	 	3500
    I-70 Drive Southeast	 	Columbia	 	Missouri	 	65201	 	 	 	 	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	195
    Southwest Boulevard	 	195
    Southwest Boulevard	 	Kansas
    City	 	Kansas	 	66103	 	 	 	 	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	8900
    Northwest Prairie View Road	 	8900
    Northwest Prairie View Road	 	Kansas
    City	 	Missouri	 	64153	 	 	 	 	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	1601
    Twilight Trail	 	1601
    Twilight Trail	 	Frankfort	 	Kentucky	 	40601	 	 	 	 	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	1515
    Church Street	 	1515
    Church Street	 	Lake
    Charles	 	Louisiana	 	70601	 	 	 	 	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	1891
    North Columbia Street	 	1891
    North Columbia Street	 	Milledgeville	 	Georgia	 	31061	 	 	 	 	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	1200
    US #1	 	1200
    US #1	 	Key
    West	 	Florida	 	33040	 	 	 	 	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	251
    Collins Industrial Boulevard	 	251
    Collins Industrial Boulevard	 	Athens	 	Georgia	 	30601	 	 	 	 	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	2310
    Paris Road	 	2310
    Paris Road	 	Columbia	 	Missouri	 	65202	 	 	 	 	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	1820
    West Business Loop 70	 	1820
    West Business Loop 70	 	Columbia	 	Missouri	 	65202	 	 	 	 	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	1723
    East Florida	 	1723
    East Florida	 	Springfield	 	Missouri	 	65803	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	5	 	7NA2C0	 	Selig
    Office Portfolio	 	 	 	 	 	 	 	 	 	25,000,000	 	3.9085%	 	117	 	4/6/2025	 	0	 	0.00250%
	10.01	 	 	 	7N3GS6-1	 	1000
    Second Avenue	 	1000
    Second Avenue	 	Seattle	 	Washington	 	98104	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	2901
    Third Avenue	 	2901
    Third Avenue	 	Seattle	 	Washington	 	98121	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	3101
    Western Avenue	 	3101
    Western Avenue	 	Seattle	 	Washington	 	98121	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	300
    Elliott Avenue West	 	300
    Elliott Avenue West	 	Seattle	 	Washington	 	98119	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	3131
    Elliott Avenue	 	3131
    Elliott Avenue	 	Seattle	 	Washington	 	98121	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	2615
    Fourth Avenue	 	2615
    Fourth Avenue	 	Seattle	 	Washington	 	98121	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	190
    Queen Anne Avenue North	 	190
    Queen Anne Avenue North	 	Seattle	 	Washington	 	98109	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	200
    First Avenue West	 	200
    First Avenue West	 	Seattle	 	Washington	 	98119	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	18
    West Mercer Street	 	18
    West Mercer Street	 	Seattle	 	Washington	 	98119	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	6,
    7	 	8472	 	Alderwood
    Mall	 	3000
    184th Street Southwest	 	Lynnwood	 	Washington	 	98037	 	24,439,530	 	3.4788%	 	119	 	6/1/2025	 	359	 	0.00250%
	12	 	 	 	1	 	Sysmex
    Way	 	1
    and 2 Sysmex Way	 	Mundelein	 	Illinois	 	60060	 	23,850,000	 	4.7050%	 	120	 	7/6/2025	 	360	 	0.00500%
	13	 	 	 	8558	 	Cypress
    Retail Center	 	4951-4961
    Katella Avenue	 	Cypress	 	California	 	90720	 	22,268,382	 	4.0900%	 	119	 	6/6/2025	 	359	 	0.00500%
	14	 	 	 	7NJHF8	 	Court
    at Deptford II	 	1553-1563
    Almonesson Road	 	Woodbury	 	New
    Jersey	 	8096	 	22,175,773	 	4.5025%	 	119	 	6/6/2025	 	359	 	0.00500%
	15	 	 	 	 	 	ART
    Multi-State Portfolio II	 	 	 	 	 	 	 	 	 	20,549,000	 	4.8685%	 	120	 	7/6/2025	 	360	 	0.00500%
	15.01	 	 	 	 	 	Annhurst	 	535
    North Lewis Run Road	 	Clairton	 	Pennsylvania	 	15025	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	Applegate	 	4055
    North Everett Road	 	Muncie	 	Indiana	 	47304	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	Heron
    Pointe	 	2553
    State Road A1A	 	Atlantic
    Beach	 	Florida	 	32233	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	Meadowood	 	201
    Orchard Drive	 	Nicholasville	 	Kentucky	 	40356	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	Ridgewood	 	3206
    Abshire Lane	 	Louisville	 	Kentucky	 	40220	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	Heathmoore	 	11559
    Ford Place	 	Louisville	 	Kentucky	 	40241	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	2	 	Freshwater
    Commons	 	51
    Palomba Drive	 	Enfield	 	Connecticut	 	6082	 	19,200,000	 	4.6050%	 	120	 	7/6/2025	 	360	 	0.00500%
	17	 	 	 	7NJCU0	 	Eddystone
    Crossing Shopping Center	 	1562-1566
    Chester Pike	 	Eddystone	 	Pennsylvania	 	19022	 	17,713,000	 	4.4565%	 	120	 	7/6/2025	 	360	 	0.00500%
	18	 	 	 	MC0027F07	 	Skyline
    Property Portfolio	 	 	 	 	 	 	 	 	 	15,150,000	 	4.8350%	 	120	 	7/6/2025	 	324	 	0.00500%
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	Heartland
    Village Shopping Center	 	8411
    Windfall Lane	 	Camby	 	Indiana	 	46113	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	Park
    52	 	8364-8478
    Brookville Road	 	Indianapolis	 	Indiana	 	46239	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	Andrade
    Business Park	 	10702-10816
    Deandra Drive and 10656-10668 Andrade Drive	 	Zionsville	 	Indiana	 	46077	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	Fairview
    Corners	 	520
    North State Road 135	 	Greenwood	 	Indiana	 	46142	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	Elmwood
    Tech	 	5555-5575
    Elmwood Avenue	 	Indianapolis	 	Indiana	 	46203	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	White
    River Landing	 	205
    North State Road 135	 	Greenwood	 	Indiana	 	46142	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	Holiday
    Center	 	3992
    25th Street	 	Columbus	 	Indiana	 	47203	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	Whiteland
    Retail Center	 	989
    North US Highway 31	 	Whiteland	 	Indiana	 	46184	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	Franklin
    Shoppes	 	1701-1713
    North Morton Street	 	Franklin	 	Indiana	 	46131	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	3	 	Hampton
    Inn Idaho Falls Airport	 	645
    Lindsay Boulevard	 	Idaho
    Falls	 	Idaho	 	83402	 	8,050,000	 	4.7730%	 	120	 	7/6/2025	 	300	 	0.00250%
	20	 	 	 	4	 	La
    Quinta Inn & Suites Idaho Falls	 	2501
    South 25th East	 	Ammon	 	Idaho	 	83406	 	5,450,000	 	4.7730%	 	120	 	7/6/2025	 	300	 	0.00250%
	21	 	 	 	 	 	Rio
    Linda Shopping Center	 	420-440
    Elkhorn Boulevard	 	 Rio
    Linda	 	California	 	95673	 	12,825,000	 	4.7890%	 	60	 	7/6/2020	 	360	 	0.00500%
	22	 	 	 	MC00257F7	 	Chicago
    Multifamily Portfolio	 	 	 	 	 	 	 	 	 	12,551,970	 	5.3000%	 	119	 	6/6/2025	 	359	 	0.00500%
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	5334-5362
    West Madison Street	 	5334-5362
    West Madison Street	 	Chicago	 	Illinois	 	60644	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	5300
    South Martin Luther King Junior Drive	 	5300
    South King Drive	 	Chicago	 	Illinois	 	60615	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	1115-27
    East 81st Street	 	1115-27
    East 81st Street	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	5248
    South Martin Luther King Junior Drive	 	5248
    South King Drive	 	Chicago	 	Illinois	 	60615	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	4900-4910
    West Jackson Boulevard	 	4900-4910
    West Jackson Boulevard	 	Chicago	 	Illinois	 	60644	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	130-136
    North Leamington Avenue	 	130-136
    North Leamington Avenue	 	Chicago	 	Illinois	 	60644	 	 	 	 	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	8211-8214
    and 8223 South Exchange Avenue	 	Chicago	 	Illinois	 	60617	 	 	 	 	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	8231-8239
    South Ingleside	 	8231-8239
    South Ingleside Avenue	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	3101
    W. Lexington Street	 	3101
    West Lexington Street	 	Chicago	 	Illinois	 	60612	 	 	 	 	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	8200
    South Exchange Avenue	 	8200
    South Exchange Avenue	 	Chicago	 	Illinois	 	60617	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	Palomar
    Point	 	1910,
    1920 and 1930 Palomar Point Way	 	Carlsbad	 	California	 	92008	 	12,500,000	 	4.2315%	 	119	 	6/6/2025	 	360	 	0.00250%
	24	 	 	 	 	 	Huntsville
    Portfolio	 	 	 	 	 	 	 	 	 	12,025,000	 	5.1045%	 	120	 	7/6/2025	 	360	 	0.00500%
	24.01	 	 	 	 	 	Paramount
    Place	 	1420
    Paramount Drive	 	Huntsville	 	Alabama	 	35806	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	Memorial
    Plaza 	 	1150
    Mineral Wells Avenue	 	Paris
    	 	Tennessee	 	38242	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	Creekside
    Corners	 	10300
    Bailey Cove Road Southeast	 	Huntsville	 	Alabama	 	35803	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	Greensboro
    Plaza	 	115
    Main Street	 	Greensboro	 	Alabama	 	36774	 	 	 	 	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	Exchange
    Place 	 	210
    Exchange Place Northwest	 	Huntsville
    	 	Alabama	 	35806	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	Shops
    at 69th Street	 	20
    South 69th Street	 	Upper
    Darby	 	Pennsylvania	 	19082	 	11,250,000	 	4.6400%	 	120	 	7/6/2025	 	360	 	0.00500%
	26	 	 	 	10343	 	College
    Grove	 	6348
    College Grove Way	 	San
    Diego	 	California	 	92115	 	10,984,207	 	4.0200%	 	119	 	6/6/2025	 	359	 	0.00500%
	27	 	 	 	 	 	Brook
    Run Shopping Center	 	5644
    Brook Road	 	Richmond	 	Virginia	 	23227	 	10,950,000	 	4.0758%	 	119	 	6/6/2025	 	0	 	0.00500%
	28	 	 	 	 	 	Southeast
    Plaza	 	4230
    Bee Ridge Road	 	Sarasota	 	Florida	 	34233	 	10,725,000	 	4.6320%	 	120	 	7/6/2025	 	360	 	0.00500%
	29	 	 	 	7N3GE7	 	Myrtle
    Beach Self Storage Center	 	870
    Frontage Road East	 	Myrtle
    Beach	 	South
    Carolina	 	29577	 	10,200,000	 	4.6520%	 	120	 	7/6/2025	 	360	 	0.00500%
	30	 	 	 	MC00248C6	 	Birney
    Portfolio - Galleria Oaks	 	5151
    Richmond Avenue	 	Houston	 	Texas	 	77056	 	10,000,000	 	4.5700%	 	120	 	7/6/2025	 	360	 	0.00500%
	31	 	 	 	 	 	Holiday
    Inn Bolingbrook	 	205
    Remington Boulevard	 	Bolingbrook	 	Illinois	 	60440	 	9,575,000	 	5.2300%	 	60	 	7/6/2020	 	300	 	0.00500%
	32	 	 	 	 	 	Beaver
    Ruin Village I & II	 	 	 	 	 	 	 	 	 	9,400,000	 	4.7250%	 	120	 	7/6/2025	 	0	 	0.00500%
	32.01	 	 	 	 	 	Beaver
    Ruin Village I	 	4145-4155
    Lawrenceville Highway Northwest	 	Lilburn	 	Georgia	 	30047	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	Beaver
    Ruin Village II	 	4145-4155
    Lawrenceville Highway Northwest	 	Lilburn	 	Georgia	 	30047	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Maplewood
    Mixed Use	 	 	 	 	 	 	 	 	 	9,025,000	 	4.9350%	 	120	 	7/6/2025	 	360	 	0.00500%
	33.01	 	 	 	 	 	4654
    Maryland	 	4654-4660
    Maryland Avenue	 	Saint
    Louis	 	Missouri	 	63108	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	401
    North Euclid	 	401-411
    North Euclid Avenue and 4911 McPherson Avenue	 	Saint
    Louis	 	Missouri	 	63108	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	7370
    Manchester	 	7370-7376
    Manchester Road	 	Maplewood	 	Missouri	 	63143	 	 	 	 	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	7350
    Manchester	 	7350-7354
    Manchester Road	 	Maplewood	 	Missouri	 	63143	 	 	 	 	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	7344
    Manchester	 	7344-7348
    Manchester Road	 	Maplewood	 	Missouri	 	63143	 	 	 	 	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	4229
    Manchester	 	4229
    Manchester Avenue	 	Saint
    Louis	 	Missouri	 	63110	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	520
    West Avenue	 	520
    West Avenue	 	Norwalk	 	Connecticut	 	06850	 	9,000,000	 	4.8200%	 	120	 	7/6/2025	 	360	 	0.00500%
	35	 	 	 	MC00296F0	 	Conlon
    MHC Portfolio 3	 	 	 	 	 	 	 	 	 	9,000,000	 	4.5150%	 	120	 	7/6/2025	 	360	 	0.00500%
	35.01	 	 	 	MC00296F0
    - MC0029892	 	All
    Star	 	2217
    Michael Drive	 	Raleigh	 	North
    Carolina	 	27603	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	Orion
    Oaks	 	5004
    Crowders Trail	 	Gastonia	 	North
    Carolina	 	28052	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	Oakland
    Glen	 	2516
    Heidelberg Drive	 	Concord	 	North
    Carolina	 	28025	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	Princeton
    Village	 	8873
    Princeton Glendale Road	 	Hamilton	 	Ohio	 	45011	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	Pangea
    11 	 	 	 	 	 	 	 	 	 	8,750,000	 	4.4910%	 	120	 	7/6/2025	 	0	 	0.00500%
	36.01	 	 	 	5.07	 	13905-13957
    South Clark Street	 	13905-13957
    South Clark Street	 	Riverdale	 	Illinois	 	60827	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	1101
    North Lawler Avenue	 	1101
    North Lawler Avenue	 	Chicago	 	Illinois	 	60651	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	7800
    South Jeffery Boulevard	 	7800
    South Jeffery Boulevard	 	Chicago	 	Illinois	 	60649	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	7701
    South Yates Boulevard	 	7701
    South Yates Boulevard	 	Chicago	 	Illinois	 	60649	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	9040
    South Bishop Street	 	9040
    South Bishop Street	 	Chicago	 	Illinois	 	60620	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	7949
    South Ellis Avenue	 	7949
    South Ellis Avenue	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	14138
    South School Street	 	14138
    South School Street	 	Riverdale	 	Illinois	 	60827	 	 	 	 	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	6200
    South Rockwell Street	 	6200
    South Rockwell Street	 	Chicago	 	Illinois	 	60629	 	 	 	 	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	7055
    South St. Lawrence Avenue	 	7055
    South St. Lawrence Avenue	 	Chicago	 	Illinois	 	60637	 	 	 	 	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	5402
    West Rice Street	 	5402
    West Rice Street	 	Chicago	 	Illinois	 	60651	 	 	 	 	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	7056
    South Eberhart Avenue	 	7056
    South Eberhart Avenue	 	Chicago	 	Illinois	 	60637	 	 	 	 	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	204
    West 138th Street	 	204
    West 138th Street	 	Riverdale	 	Illinois	 	60827	 	 	 	 	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	7956
    South Burnham Avenue	 	7956
    South Burnham Avenue	 	Chicago	 	Illinois	 	60617	 	 	 	 	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	9100
    South Dauphin Avenue	 	9100
    South Dauphin Avenue	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	8208
    South Drexel Avenue	 	8208
    South Drexel Avenue	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	8640
    South Ingleside Avenue	 	8640
    South Ingleside Avenue	 	Chicago	 	Illinois	 	60619	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CSRA
    Food Lion Portfolio I	 	 	 	 	 	 	 	 	 	8,750,000	 	4.7090%	 	120	 	7/6/2025	 	360	 	0.00500%
	37.01	 	 	 	 	 	West
    Pointe Village Shopping Center	 	433
    North Carolina Highway 49 South	 	Asheboro	 	North
    Carolina	 	27205	 	 	 	 	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	Kris
    Krossing Shopping Center	 	3320
    4th Avenue	 	Conway	 	South
    Carolina	 	29527	 	 	 	 	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	College
    Lakes Plaza	 	929
    McArthur Road	 	Fayetteville	 	North
    Carolina	 	28311	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	Four
    Points Sheraton Columbus Airport	 	3030
    Plaza Properties Boulevard	 	Columbus	 	Ohio	 	43219	 	8,700,000	 	5.2950%	 	120	 	7/6/2025	 	360	 	0.00500%
	39	 	 	 	8328	 	Torrey
    Place Apartments	 	575
    East Torrey Street	 	New
    Braunfels	 	Texas	 	78130	 	8,550,000	 	4.4000%	 	119	 	6/6/2025	 	360	 	0.00500%
	40	 	 	 	8613	 	Amsdell
    FL/NJ Self Storage Portfolio	 	 	 	 	 	 	 	 	 	8,000,000	 	4.5700%	 	120	 	7/6/2025	 	360	 	0.00500%
	40.01	 	 	 	8613-2	 	Compass
    Self Storage	 	2435
    West State Road 426	 	Oviedo	 	Florida	 	32765	 	 	 	 	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	Access
    Self Storage	 	55
    Beekman Street and 502 South Main Street	 	Manville	 	New
    Jersey	 	08835	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	Midwest
    Retail Portfolio	 	 	 	 	 	 	 	 	 	7,510,000	 	5.0225%	 	120	 	7/6/2025	 	360	 	0.00500%
	41.01	 	 	 	 	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	1190
    Main Street	 	Cuyahoga
    Falls	 	Ohio	 	44221	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	Destination
    XL - Evergreen Park, IL	 	9152
    South Western Avenue	 	Evergreen
    Park	 	Illinois	 	60805	 	 	 	 	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	9205
    East 71st Street	 	Tulsa	 	Oklahoma	 	74133	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	Holiday
    Inn Express & Suites - Sherman TX	 	2909
    Michelle Drive	 	Sherman	 	Texas	 	75092	 	7,160,000	 	4.8600%	 	120	 	7/6/2025	 	360	 	0.00500%
	43	 	 	 	6	 	River
    Pointe Shopping Center	 	1550-1558
    Riverstone Parkway	 	Canton	 	Georgia	 	30114	 	6,400,000	 	4.6690%	 	120	 	7/6/2025	 	360	 	0.00500%
	44	 	 	 	7N1ZN0	 	Hunters
    Point Apartments	 	1422
    Hunters Point Drive	 	Zionsville	 	Indiana	 	46077	 	6,100,000	 	4.3485%	 	120	 	7/6/2025	 	0	 	0.00500%
	45	 	 	 	7ND2J9	 	Crown
    Meadows	 	7614-7616
    Culebra Road	 	San
    Antonio	 	Texas	 	78251	 	6,037,500	 	4.4070%	 	120	 	7/6/2025	 	360	 	0.00500%
	46	 	 	 	7	 	Cross
    Creek Medical Office	 	3100
    Cross Creek Parkway	 	Auburn
    Hills	 	Michigan	 	48326	 	5,700,000	 	4.8440%	 	120	 	7/6/2025	 	360	 	0.00500%
	47	 	 	 	7NCUQ4	 	ExtraSpace
    Colfax and Harlan	 	5885
    West Colfax Avenue	 	Lakewood	 	Colorado	 	80214	 	5,500,000	 	4.0035%	 	119	 	6/6/2025	 	0	 	0.00500%
	48	 	 	 	7NMIB9	 	FedEx
    Regional Distribution Center	 	4300
    Coalburg Road	 	Birmingham	 	Alabama	 	35207	 	4,760,000	 	4.1985%	 	120	 	7/6/2025	 	360	 	0.00500%
	49	 	 	 	7NKX18	 	Forest
    Gate Shopping Center	 	105
    Forest Gate Drive	 	Pisgah
    Forest	 	North
    Carolina	 	28768	 	4,600,000	 	4.3965%	 	120	 	7/6/2025	 	360	 	0.00500%
	50	 	 	 	8	 	Rite
    Aid Cedar Springs, MI	 	4166
    17 Mile Road Northeast	 	Cedar
    Springs	 	Michigan	 	49319	 	4,500,000	 	4.7680%	 	120	 	7/6/2025	 	264	 	0.00500%
	51	 	 	 	 	 	Delray
    Pointe	 	1110
    South Federal Highway	 	Delray
    Beach	 	Florida	 	33483	 	4,400,000	 	4.9625%	 	120	 	7/6/2025	 	360	 	0.00500%
	52	 	 	 	8408	 	24
    Simon Street	 	24
    Simon Street	 	Nashua	 	New
    Hampshire	 	03060	 	4,270,000	 	4.4300%	 	120	 	7/6/2025	 	360	 	0.00500%
	53	 	 	 	MC0027FB3	 	Binford
    Shoppes 	 	5868
    East 71st Street	 	Indianapolis	 	Indiana	 	46220	 	4,100,000	 	4.5400%	 	120	 	7/6/2025	 	360	 	0.00250%
	54	 	 	 	9	 	CVS
    Shelby	 	15121
    24 Mile Road	 	Shelby
    Township	 	Michigan	 	48315	 	3,993,034	 	4.7550%	 	119	 	6/6/2025	 	299	 	0.00500%
	55	 	 	 	10	 	Flamingo
    Retail	 	10062
    and 10082 West Flamingo Road	 	Las
    Vegas	 	Nevada	 	89147	 	3,750,000	 	4.9300%	 	120	 	7/6/2025	 	360	 	0.00500%
	56	 	 	 	11	 	Harrisonville
    Crossing	 	1902
    Missouri State Highway 291	 	Harrisonville	 	Missouri	 	64701	 	3,695,219	 	4.6040%	 	119	 	6/6/2025	 	359	 	0.00500%
	57	 	 	 	7N3HQ9	 	Redan
    Cove Apartments	 	3737
    Redan Road	 	Decatur	 	Georgia	 	30032	 	3,675,000	 	4.6545%	 	120	 	7/6/2025	 	360	 	0.00500%
	58	 	 	 	 	 	Moraga
    Plaza	 	29760-29764
    Rancho California Road	 	Temecula	 	California	 	92591	 	3,345,503	 	4.3945%	 	119	 	6/6/2025	 	359	 	0.00500%
	59	 	 	 	 	 	CVS
    Jersey Shore	 	1321
    Alleghany Street	 	Jersey
    Shore	 	Pennsylvania	 	17740	 	3,230,000	 	4.6520%	 	119	 	6/6/2025	 	360	 	0.00500%
	60	 	 	 	MC0028BA7	 	Lakewood
    Galleria	 	5115
    Candlewood Street	 	Lakewood	 	California	 	90712	 	3,100,000	 	4.6850%	 	120	 	7/6/2025	 	352	 	0.00500%
	61	 	 	 	 	 	Shoppes
    of Old Peachtree	 	1160
    Old Peachtree Road	 	Duluth	 	Georgia	 	30097	 	3,025,000	 	4.7750%	 	120	 	7/6/2025	 	360	 	0.00250%
	62	 	 	 	12	 	Millennium
    Business Center	 	3639-3675
    New Getwell Road and 3835-3874 Viscount Avenue	 	Memphis	 	Tennessee	 	38118	 	3,000,000	 	4.5590%	 	119	 	6/6/2025	 	360	 	0.00500%
	63	 	 	 	MC0026E26	 	Lakewood
    Village	 	65651
    East 255 Road	 	Grove	 	Oklahoma	 	74344	 	2,545,641	 	4.8800%	 	119	 	6/6/2025	 	299	 	0.00500%






    	 



    	 



    

 


	GSMS
    2015-GC32	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Subservicing
    Fee Rate (%)	 	Mortgage
    Loan Seller	 	Crossed
    Group	 	ARD
    (Yes / No)	 	Final
    Maturity Date	 	Revised
    Rate	 	Companion
    Loan Flag	 	Companion
    Loan Cut-off Balance	 	Companion
    Loan Interest Rate	 	Companion
    Loan Remaining Term To Maturity / ARD (Mos.)	 	Companion
    Loan Maturity Date / ARD	 	Companion
    Loan Remaining Amortization Term (Mos.)
	1	 	1	 	8625	 	Ascentia
    MHC Portfolio	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	45,000,000	 	4.42500%	 	120	 	7/6/2025	 	360
	1.01	 	 	 	10484	 	Eagle
    River	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	Foxridge
    Farm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	River
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	West
    Winds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	Skyline
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	Gaslight
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	Dream
    Island	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	Valley
    Ridge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	Western
    Hills	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	Lake
    Fork	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	Aloha
    Vegas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	Kingswood
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	Country
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	Woodlawn
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	Buckingham
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	Woodview	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	West
    Park Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	Valle
    Grande	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	Riviera
    de Sandia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	Cedar
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	Rancho
    Bridger	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	Sheltered
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	Vals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	Countryside
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	W
    bar K	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	Trails
    End	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	Windgate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	Golden
    Eagle	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	Mountain
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	North
    Breeze	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	Sugar
    Creek	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	Hillside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	Fig
    Garden Village	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	7NBS30	 	Bassett
    Place	 	0.01000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	7NQDM1	 	JW
    Marriott Cherry Creek	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	2	 	7N6445	 	Dallas
    Market Center	 	0.00750%	 	GSMC	 	NAP	 	No	 	 	 	 	 	Yes	 	202,155,184	 	4.09750%	 	118	 	5/6/2025	 	358
	6	 	3	 	10040	 	Kaiser
    Center	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	90,000,000	 	4.39000%	 	119	 	6/6/2025	 	360
	7	 	 	 	10321	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	7N3GS6	 	Doubletree
    Tallahassee	 	0.02000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	4	 	7941	 	US
    StorageMart Portfolio	 	0.00500%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	387,500,000	 	3.79788%	 	57	 	4/6/2020	 	0
	9.01	 	 	 	7941-1	 	50
    Wallabout Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	250
    Flanagan Way	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	6700
    River Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	1015
    North Halsted Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	7536
    Wornall Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	640
    Southwest 2nd Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	4920
    Northwest 7th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	9925
    Southwest 40th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	9220
    West 135th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	980
    4th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	405
    South Federal Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	11001
    Excelsior Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	11325
    Lee Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	2021
    Griffin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	400
    West Olmos Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	14151
    Wyandotte Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	5979
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	115
    Park Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	3500
    Southwest 160th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	2445
    Crain Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	100
    West North Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	2727
    Shermer Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	15201
    Antioch Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	2450
    Mandela Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	184-02
    Jamaica Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	9012
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	16101
    West 95th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	3100
    North Mannheim	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	9580
    Potranco Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	18025
    Monterey Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	9N
    004 Route 59	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	5115
    Clayton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	9702
    West 67th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	794
    Scenic Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	12430
    Bandera Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	4000
    South Providence Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	2743
    San Pablo Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	819
    North Eola Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	2506
    West Worley Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	15601
    FM 1325	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	10700
    West 159th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	2403
    Rangeline Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	2277
    Walters Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	1575
    Thousand Oaks Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	7460
    Frontage Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	6401
    Third Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	2816
    Eaton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	3985
    Atlanta Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	11510
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	750
    Winchester Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	3401
    Broadway Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	1720
    Grand Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	1310
    South Enterprise Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	2420
    St Mary’s Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	3500
    I-70 Drive Southeast	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	195
    Southwest Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	8900
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	1601
    Twilight Trail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	1515
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	1891
    North Columbia Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	1200
    US #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	251
    Collins Industrial Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	2310
    Paris Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	1820
    West Business Loop 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	1723
    East Florida	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	5	 	7NA2C0	 	Selig
    Office Portfolio	 	0.00250%	 	GSMC	 	NAP	 	No	 	 	 	 	 	Yes	 	320,000,000	 	3.90850%	 	117	 	4/6/2025	 	0
	10.01	 	 	 	7N3GS6-1	 	1000
    Second Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	2901
    Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	3101
    Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	300
    Elliott Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	3131
    Elliott Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	2615
    Fourth Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	190
    Queen Anne Avenue North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	200
    First Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	18
    West Mercer Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	6,
    7	 	8472	 	Alderwood
    Mall	 	0.00500%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	330,560,470	 	3.47875%	 	119	 	6/1/2025	 	359
	12	 	 	 	1	 	Sysmex
    Way	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	8558	 	Cypress
    Retail Center	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	7NJHF8	 	Court
    at Deptford II	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	 	 	ART
    Multi-State Portfolio II	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.01	 	 	 	 	 	Annhurst	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	Applegate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	Heron
    Pointe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	Meadowood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	Ridgewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	Heathmoore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	2	 	Freshwater
    Commons	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	7NJCU0	 	Eddystone
    Crossing Shopping Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	MC0027F07	 	Skyline
    Property Portfolio	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	Heartland
    Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	Park
    52	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	Andrade
    Business Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	Fairview
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	Elmwood
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	White
    River Landing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	Holiday
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	Whiteland
    Retail Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	Franklin
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	3	 	Hampton
    Inn Idaho Falls Airport	 	0.05000%	 	SMF
    I	 	Group
    A	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	4	 	La
    Quinta Inn & Suites Idaho Falls	 	0.05000%	 	SMF
    I	 	Group
    A	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	 	 	Rio
    Linda Shopping Center	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	MC00257F7	 	Chicago
    Multifamily Portfolio	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	5334-5362
    West Madison Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	5300
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	1115-27
    East 81st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	5248
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	4900-4910
    West Jackson Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	130-136
    North Leamington Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	8231-8239
    South Ingleside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	3101
    W. Lexington Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	8200
    South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	Palomar
    Point	 	0.05000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	 	 	Huntsville
    Portfolio	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.01	 	 	 	 	 	Paramount
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	Memorial
    Plaza 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	Creekside
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	Greensboro
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	Exchange
    Place 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	Shops
    at 69th Street	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	10343	 	College
    Grove	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	 	 	Brook
    Run Shopping Center	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	Southeast
    Plaza	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	7N3GE7	 	Myrtle
    Beach Self Storage Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	MC00248C6	 	Birney
    Portfolio - Galleria Oaks	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	 	 	Holiday
    Inn Bolingbrook	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	 	 	Beaver
    Ruin Village I & II	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.01	 	 	 	 	 	Beaver
    Ruin Village I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	Beaver
    Ruin Village II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Maplewood
    Mixed Use	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.01	 	 	 	 	 	4654
    Maryland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	401
    North Euclid	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	7370
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	7350
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	7344
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	4229
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	520
    West Avenue	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	MC00296F0	 	Conlon
    MHC Portfolio 3	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.01	 	 	 	MC00296F0
    - MC0029892	 	All
    Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	Orion
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	Oakland
    Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	Princeton
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	Pangea
    11 	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.01	 	 	 	5.07	 	13905-13957
    South Clark Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	1101
    North Lawler Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	7800
    South Jeffery Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	7701
    South Yates Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	9040
    South Bishop Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	7949
    South Ellis Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	14138
    South School Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	6200
    South Rockwell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	7055
    South St. Lawrence Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	5402
    West Rice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	7056
    South Eberhart Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	204
    West 138th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	7956
    South Burnham Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	9100
    South Dauphin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	8208
    South Drexel Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	8640
    South Ingleside Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CSRA
    Food Lion Portfolio I	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.01	 	 	 	 	 	West
    Pointe Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	Kris
    Krossing Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	College
    Lakes Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	Four
    Points Sheraton Columbus Airport	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	8328	 	Torrey
    Place Apartments	 	0.05000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	 	 	8613	 	Amsdell
    FL/NJ Self Storage Portfolio	 	0.03000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40.01	 	 	 	8613-2	 	Compass
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	Access
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	Midwest
    Retail Portfolio	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.01	 	 	 	 	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	Destination
    XL - Evergreen Park, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	Holiday
    Inn Express & Suites - Sherman TX	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	 	 	6	 	River
    Pointe Shopping Center	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	7N1ZN0	 	Hunters
    Point Apartments	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	7ND2J9	 	Crown
    Meadows	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	 	 	7	 	Cross
    Creek Medical Office	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	 	 	7NCUQ4	 	ExtraSpace
    Colfax and Harlan	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	7NMIB9	 	FedEx
    Regional Distribution Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49	 	 	 	7NKX18	 	Forest
    Gate Shopping Center	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	8	 	Rite
    Aid Cedar Springs, MI	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	 	 	 	 	Delray
    Pointe	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	 	 	 	8408	 	24
    Simon Street	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	 	 	MC0027FB3	 	Binford
    Shoppes 	 	0.06000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54	 	 	 	9	 	CVS
    Shelby	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55	 	 	 	10	 	Flamingo
    Retail	 	0.04000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	 	 	 	11	 	Harrisonville
    Crossing	 	0.00000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	7N3HQ9	 	Redan
    Cove Apartments	 	0.00000%	 	GSMC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58	 	 	 	 	 	Moraga
    Plaza	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59	 	 	 	 	 	CVS
    Jersey Shore	 	0.02000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	 	 	MC0028BA7	 	Lakewood
    Galleria	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61	 	 	 	 	 	Shoppes
    of Old Peachtree	 	0.05000%	 	CCRE	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62	 	 	 	12	 	Millennium
    Business Center	 	0.05000%	 	SMF
    I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	 	 	MC0026E26	 	Lakewood
    Village	 	0.00000%	 	MC-FiveMile	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 


	1	The
    Cut-off Date Balance of $100,000,000 represents the note A-1 of a $145,000,000 whole loan evidenced by two pari passu notes.
    The companion loan has a principal balance of $45,000,000 as of the Cut-off Date and is expected to be contributed to one
    or more future securitizations. 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 $145,000,000.
	 	 
	2	The
    Cut-off Date Balance of $56,844,816 represents the note A-3 of a $258,294,865 whole loan evidenced by three pari passu notes.
    Note A-1, with a Cut-off Date Balance of $129,646,071 was contributed to GSMS 2015-GC30. Note A-2, with a Cut-off Date Balance
    of $71,803,978 was contributed to CGCMT 2015-GC31. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, 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 $258,294,865.
	 	 
	3	The
    Cut-off Date Balance of $50,000,000 represents the note A-1 of a $140,000,000 whole loan evidenced by two pari passu notes.
    The companion loan has a principal balance of $90,000,000 as of the Cut-off Date and is expected to be contributed to one
    or more future securitizations. 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 $140,000,000.
	 	 
	4	The
    Cut-off Date Balance of $25,000,000 represents the note A-1D of a $412,500,000 whole loan evidenced by six senior pari passu
    notes and two junior pari passu notes. The pari passu senior companion loans are evidenced by (i) (a) Note A-1A, Note A-1B
    and Note A-1C, which had an aggregate outstanding principal balance as of the Cut-off Date of $89,000,000 and contributed
    to the CGBAM 2015-SMRT transaction, (b) Note A-1E, which has an aggregate outstanding principal balance as of the Cut-off
    Date of $43,694,500 and is expected to be contributed to a future securitization transaction and (c) Note A-1F which had an
    outstanding principal balance as of the Cut-off Date of $31,231,500 and was contributed to the MSBAM 2015-C23 transaction.
    The two pari passu junior notes (Note A-2A and Note A-2B) have an aggregate outstanding principal balance as of the Cut-off
    Date of $223,574,000 and were contributed to the CGBAM 2015-SMRT transaction. Unless otherwise indicated, all LTV Ratio, DSCR,
    Debt Yield and Cut-off Date Balance per SF/Unit calculations are calculated based upon the six senior pari passu notes only.
	 	 
	5	The
    Cut-off Date Balance of $25,000,000 represents the note A-4 of a $345,000,000 whole loan evidenced by four pari passu notes.
    Note A-1, with a Cut-off Date Balance of $125,000,000 was contributed to CGCMT 2015-GC29. Note A-2, with a Cut-off Date Balance
    of $123,000,000 was contributed to GSMS 2015-GC30. Note A-3, with a Cut-off Date Balance of $72,000,000 was contributed to
    CGCMT 2015-GC31.Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, 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 $345,000,000.
	 	 
	6	The
    Original Balance of $24,500,000 represents the note A-1-4-1 of a $355,000,000 whole loan evidenced by five senior pari passu
    notes and two junior pari passu notes. The pari passu senior companion loans are evidenced by (i) (a) Note A-1-1 and Note
    A-1-2, which had an aggregate original principal balance  of $127,800,000 and were contributed to the MSCCG 2015-ALDR
    transaction, (b) Note A-1-3, which had an original principal balance of $50,400,000 is expected to be contributed to the MSC
    2015-MS1 transaction and (c) Note A-1-4-2 which had an original principal balance of $24,500,000 and is expected to be contributed
    to a future securitization. The two pari passu junior notes (Note A-2-1 and Note A-2-2) had an aggregate original balance
    of $127,800,000 and were contributed to the MSCCG 2015-ALDR transaction. Unless otherwise indicated, all LTV Ratio, DSCR,
    Debt Yield and Cut-off Date Balance per SF/Unit calculations are calculated based upon the five senior pari passu notes only.
	 	 
	7	The
    Mortgage Loan amortizes based on a non-standard amortization schedule and the Underwritten NCF DSCR is calculated based on
    the Average Debt Service of the five senior notes totaling $227,200,000 for the 12-month period starting August 1, 2015. See
    Annex G in the Free Writing Prospectus for the related amortization schedule.


 



    	 



    	 



    







 


 


EXHIBIT
C


 


FORM
OF REQUEST FOR RELEASE

(for Trustee/Custodian/Certificate Administrator)


 


Loan
Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian/Trustee

Name: __________________

Address:            __________________

                          __________________

                           __________________


Custodian/Trustee
Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


		Certificates:	GS
                                         Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32,
                                         Class [____]



 


The
undersigned [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges that it has
received from Wells Fargo Bank, National Association, as Custodian, for the Holders of GS Mortgage Securities Trust 2015-GC32,
Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park
Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer and CWCapital Asset Management LLC, as Special Servicer.


 


(  )       Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )       Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 


(  )       Deed
of Trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 






    	Exhibit C-1



    	 



    

 


(  )       Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )       Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


The
undersigned [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges and agrees
as follows:


 


(i)          The
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)          The
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 


(iii)       The
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)         The
Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall keep the Documents and any proceeds separate
and distinct from all other property in the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer]’s
possession, custody or control.


 






    	Exhibit C-2



    	 



    




 





	 	 	 
	 	[                        ]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 
	 	 	 
	 	Dated:




 






    	Exhibit C-3



    	 



    







 


EXHIBIT
D



FORM OF DISTRIBUTION DATE STATEMENT


 






    	Exhibit D-1



    	 



    

 


 



	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Exchangeable Class Detail	4	 	 	 
	 	 	 	 	Reconciliation Detail	5	 	 	 
	 	 	 	 	Other Required Information	6	 	 	 
	 	 	 	 	Cash Reconciliation Detail	7	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	8-10	 	 	 
	 	 	 	 	Mortgage Loan Detail	11	 	 	 
	 	 	 	 	NOI Detail	12	 	 	 
	 	 	 	 	Principal Prepayment Detail	13	 	 	 
	 	 	 	 	Historical Detail	14	 	 	 
	 	 	 	 	Delinquency Loan Detail	15	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	16-17	 	 	 
	 	 	 	 	Advance Summary	18	 	 	 
	 	 	 	 	Modified Loan Detail	19	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	20	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	21	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	22-23	 	 	 
	 	 	 	 	Defeased Loan Detail	24	 	 	 
	 	 	 	 	Supplemental Reporting	25	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating Advisor	 	 
	 	 	GS
                                         Mortgage Securities Corporation II 
	 	 	 	Midland
    Loan Services 	 	 	 	
CWCapital
    Asset Management LLC.	 	 	 	
Park
    Bridge Lender Services LLC	 	 
	 	 		 	 	 	A Division of PNC Bank, N.A. 	 	 	 	7501 Wisconsin Ave.	 	 	 	560 Lexington Avenue, 17th Floor	 	 
	 	 	200 West Street	 	 	 	10851 Mastin Street, Building 82 	 	 	 	Suite 500 West	 	 	 	New York, NY 10022	 	 
	 	 	New York, NY 10282	 	 	 	Overland Park, KS 66210 	 	 	 	Bethesda, MD 20814	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 
	 	 	Contact:  Leah Nivison	 	 	 	Heather Wagner	 	 	 	Contact:             Brian
    Hanson	 	 	 	Contact: David Rodgers	 	 
	 	 	Phone Number:  (212) 902-1000	 	 	 	Phone Number: (913) 253-9570	 	 	 	Phone Number: (202) 715-9500	 	 	 	Phone Number: (212) 310-9821	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from
    information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the
    information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information
    and special notices.  In addition, certificateholders may register online for email notification when special notices
    are posted.  For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  


Page
1 of 25












    	D-1



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-AB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i)
                     the ending balance of the designated class and (ii) the ending certificate balance of all classes which are
                     not subordinate to the designated class and dividing the result by (A).


        (2)
        The initial certificate balance of the Class A-S, Class B, and Class C certificates represents the certificate balance
        of such class without giving effect to any exchanges. For details on the current status and payments of Class PEZ, see
        page 4.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


Page
2 of 25



    	D-2



    	 



    




	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-AB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 








 


Page
3 of 25






    	D-3



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exchangeable
    Class Detail
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A-S Regular Interest Breakdown	 	 	 	 	 	 	 	 
	 	 	A-S
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	A-S
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B Regular Interest Breakdown	 	 
	 	 	B
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	B
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	C Regular Interest Breakdown	 	 
	 	 	C
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	C
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class PEZ Detail 	 	 
	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	PEZ	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 








Page
4 of 25



    	D-4



    	 



    

 


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-AB	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	G	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	H	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 













  


Page
5 of 25





    	D-5



    	 



    





	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1)
        The Available Distribution Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
6 of 25



    	D-6



    	 



    






 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Midland Loan
    Services	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee
    - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee- Park Bridge
    Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 

Page
7 of 25


    	D-7



    	 



    








	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
8 of 25


    	D-8



    	 



    
 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
9 of 25



    	D-9



    	 



    





	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining
    Term (ARD and Balloon Loans)	 	Remaining Stated Term
    (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Debt Service Coverage Ratios are updated periodically
    as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer
    is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee
    makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated
    based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity
    date. 	 	 
	 	(3) Data in this table was calculated by allocating
    pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed
    in the offering document. 	 
	 	 	 	 	 


 


Page
10 of 25


    	D-10



    	 



    

 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon 	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 

Page
11 of 25


    	D-11



    	 



    

 

	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


 ;

Page
12 of 25


    	D-12



    	 



    


 







 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 

Page
13 of 25


    	D-13



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 

Page
14 of 25


    	D-14



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-	One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-	Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


 

Page
15 of 25


    	D-15



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	Retail	MU	-	Mixed use	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	 	MH	-	Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




Page
16 of 25


    	D-16



    	 



    


 







 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced
    Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date 	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


Page
17 of 25


    	D-17



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 

Page
18 of 25


    	D-18



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


 

Page
19 of 25


    	D-19



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
20 of 25


    	D-20



    	 



    



 






	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
21 of 25




    	D-21



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
22 of 25


    	D-22



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15




	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
     (Shortfalls)/

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page
23 of 25


    	D-23



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 

Page
24 of 25


    	D-24



    	 



    
 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GC32


    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC32	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	8/12/15
	8480 Stagecoach Circle	Record Date:	7/31/15
	Frederick, MD 21701-4747	Determination Date:	8/6/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Page
25 of 25




    	D-25



    	 



    












  


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)





  


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 





	 	Re:	GS Mortgage Securities
Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]	 














 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States; 




 


 






 


*
   Select appropriate depository.


 



    	Exhibit E-1



    	 



    




 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters. 






	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 











 





Dated:
_______


 


cc:
   GS Mortgage Securities Corporation II


 





 



 


**
   Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.


 



    	Exhibit E-2



    	 



    







 


EXHIBIT
F


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Bondholder Services – GS 2015-GC32


 






	 	Re:	GS Mortgage
    Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]	 






 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of
1933, as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States; 


 



    	Exhibit F-1



    	 



    




 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *


 


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters. 






	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title: 










 


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 




 





 


*
      Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 


**    Select (i) or (ii), as
applicable.


 






    	Exhibit F-2



    	 



    







 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement) 


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 






	 	Re:	GS Mortgage Securities
    Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance][Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in
the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 


 




 


*
   Select appropriate depository.


 






    	Exhibit G-1



    	 



    

 


 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.







	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 










 


Dated:
_______


 


cc:
   GS Mortgage Securities Corporation II


 






    	Exhibit G-2



    	 



    

 


EXHIBIT
H


 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 






	 	Re:	GS Mortgage Securities
    Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]	 




  


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that is not
a “U.S. person” as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


  


 






 


*
    Select, as applicable.


  






    	Exhibit H-1



    	 



    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer
and the Underwriters. 





	 	 	 
	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the
    Certificates to which this certificate relates.




 



    	Exhibit H-2



    	 



    







 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 






	 	Re:	GS Mortgage Securities
    Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]	 




 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


 *
   Select appropriate depository.


 



    	Exhibit I-1



    	 



    




 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable;


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.









	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 













 


Dated:
________


 


cc:
   GS Mortgage Securities Corporation II.


 





 



 


**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit I-2



    	 



    

 



EXHIBIT
J


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of
1933, as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 



    	Exhibit J-1



    	 



    


 


 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]*


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] *


 


(3)          no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the
transferee is an institution.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 




	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc:   GS Mortgage
Securities Corporation II.





 




 


*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**     Select
(i) or (ii), as applicable. 


 






    	Exhibit J-2



    	 



    


 


EXHIBIT
K


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we


 



    	Exhibit K-1



    	 



    



 


irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate
Administrator, Master Servicer, Special Servicer and the Underwriters.


 




	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:





 


Dated: _______


 


cc:   GS Mortgage
Securities Corporation II.


 



    	Exhibit K-2



    	 



    

 




EXHIBIT
L-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer




	 	 
	STATE OF	)
	 	)          ss.:
	COUNTY OF	)





  


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the “Lower-Tier REMIC” and ”Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, a State or any political subdivision of a State, any


 



    	Exhibit L-1-1



    	 



    



 


possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either
of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate
Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject
to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”,
“State” and “international organization” shall have the meanings set forth in Section 7701
of the Code.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


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


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 



    	Exhibit L-1-2



    	 



    


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)         at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)        the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 



    	Exhibit L-1-3



    	 



    



 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as
an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the Tax Matters Person of the Lower-Tier
REMIC and Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.



	 	 	 
	 	By:	 
	 	 	Name:

Title:




	 	 	 
	 	By:	 
	 	 	Name:

Title:




 



    	Exhibit L-1-4



    	 



    


 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 


	 	 
	 	NOTARY PUBLIC in and
    for the
	 	State of _______________





 


[SEAL] 


	 	 
	My Commission expires:
	 	 


 




    	Exhibit L-1-5



    	 



    



 



EXHIBIT
L-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 





Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services – GS 2015-GC32


 





Re:       GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class R


 


Ladies and
Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender
Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and
CWCapital Asset Management LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee (as defined in such Transfer Affidavit and Agreement and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant


 






    	Exhibit L-2-1



    	 



    

  


evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 	 
	 		(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 






 








    	Exhibit L-2-2



    	 



    


 


 





EXHIBIT
L-3


 


FORM
OF TRANSFEREE LETTER


 


[Date]


  


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services – GS 2015-GC32


  


Wells
Fargo Bank, National Association

as Trustee 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)


 





GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


  


[Transferor]





[______] 


[______]





Attention: [______]


 


Re:        GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32


 


Ladies and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [$_____________
initial Notional Amount] [_____% Percentage Interest] of GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass Through
Certificates, Series 2015-GC32, Class [_], CUSIP No. [____] (the “Certificates”), issued pursuant to that certain
Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and
Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit L-3-1



    	 



    




 


In
connection with such transfer, the Purchaser hereby represents and warrants to you that with respect to the Class E, Class F,
Class G, Class H and Class R Certificates, the Purchaser is not and will not be (i) a retirement plan or other employee benefit
plan or arrangement, including an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to any federal, state or local law (“Similar Law”) that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”), or (ii) a collective investment fund, the assets of which
are considered Plan assets under the U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or
for purposes of Similar Law, an insurance company using assets of separate accounts or general accounts which include assets of
Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans) or other Person acting on behalf of any
such Plan or using the assets of any such Plan, other than (with respect to any transfer of a Class E, Class F, Class
G or Class H Certificate) an insurance company using assets of its general account under circumstances whereby such purchase and
the subsequent holding of Certificate(s) by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 or, as applicable,
would not constitute a non-exempt violation of Similar Law.








 






    	Exhibit L-3-2



    	 



    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 





 






    	Exhibit L-3-3



    	 



    







 





EXHIBIT
L-4


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services – GS 2015-GC32


 


GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


Re:       GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32, Class [__]


 


Ladies and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer, on behalf
of the holders of Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Certificates”) in connection
with the transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of $_____ aggregate [Certificate Balance][Notional Amount] of Class [    
] Certificates [representing a [  ]% Percentage Interest in the related Class], in certificated fully registered form
(such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For
Institutional Accredited Investors only]1.The Purchaser is an institutional “accredited investor” (an “Institutional
Accredited Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser
and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser
is acquiring the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor)


 






    	Exhibit L-4-1



    	 



    

 


as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust
for any costs incurred by it in connection with this transfer.


 


[For
Qualified Institutional Buyers only] 1. The
Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is aware
that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A, or (ii) Institutional Accredited
Investors under the Securities Act, pursuant to any other exemption from the registration requirements of the Securities Act,
subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form
hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar
of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that
the Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of
a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions)
as expressed herein.


 


3.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


4.          The
Purchaser has reviewed the applicable Offering Circular dated July [_], 2015, relating to the Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 






    	Exhibit L-4-2



    	 



    

  


7.          Check
one of the following:


 


☐          The
Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).


 


☐          The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser
as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed
copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor
form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue
discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees
to provide to the Certificate Administrator updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or IRS Forms W-8ECI,
as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Administrator.


 


For
the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 


Please
make all payments due on the Certificates:**


 


(a)          by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account
number:_____________________________________



Institution:__________________________________________


 


(b)          by
mailing a check or draft to the following address:








 





 



 

**   Please select (a) or (b). 

 






    	Exhibit L-4-3



    	 



    




__________________________________________


 


__________________________________________


 

__________________________________________




	 	 	 
	 	Very truly yours,
	 	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 





Dated: ________________,
20__


 




    	Exhibit L-4-4



    	 



    

 


EXHIBIT
M-1



FORM OF INVESTOR CERTIFICATION FOR OBTAINING INFORMATION AND NOTICES


 


[Date]


 


[Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – GS 2015-GC32]


 


[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]


 


Attention:             Corporate
Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates Series 2015-GC32


 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of July
1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator and Trustee (the “Trustee”), Park Bridge Lender Services
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital
Asset Management LLC, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [[certificateholder][beneficial owner][prospective purchaser] of the Class ___ Certificates][Companion Loan Holder
or its representative (as defined in the Agreement)][the Controlling Class Representative].


 


2.          The
undersigned has received a copy of the Prospectus Supplement and the Prospectus.1


 


3.          The
undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of
any of the foregoing.


 





 



 

1
Only required for a certificateholder, a beneficial owner or a prospective purchaser.

 






    	Exhibit M-1-1



    	 



    

 





4.          The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on
the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Master Servicer or Certificate
Administrator, as applicable, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part, unless
required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


6.          The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 	 	 	 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser][Companion
    Loan Holder or its representative][Controlling Class Representative]






	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	 	 	 	 	 






 




    	Exhibit M-1-2



    	 



    

 





	 	 	 	 	 	 	 
	 		 	 	 	 	 
	 	 	 	 	 	 	 
	 		 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone:	 	 	 


 



    	Exhibit M-1-3



    	 



    




 


EXHIBIT
M-2


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS


 


[Date]


 


Wells
Fargo Bank, National Association,





9062
Old Annapolis Road 


Columbia,
Maryland 21045





Attention:
Corporate Trust Services – GS 2015-GC32


  





		Attention:	Corporate
                                         Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through
                                         Certificates Series 2015-GC32



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator and Trustee (the “Trustee”), Park Bridge Lender Services
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital
Asset Management LLC, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a [Certificateholder][Beneficial Owner] of the Class ___ Certificates.


 


2.       The
undersigned has received a copy of the Prospectus Supplement and the Prospectus.


 


3.       The
undersigned is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor.


 


4.       The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee,
                                         the Certificate Administrator or the Operating Advisor.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         the Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies
                                         to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master
                                         Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
                                         Advisor, as applicable.



 






    	Exhibit M-2-1



    	 



    

 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee,
                                         the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 








	 	[Certificateholder][Beneficial Owner]






	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 
	 	 	 	 
	 	Phone:	 	 	 




 










    	Exhibit M-2-2



    	 



    

 


EXHIBIT
M-3


 


FORM
OF ONLINE VENDOR CERTIFICATION


 





This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
connection with the GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates Series 2015-GC32 (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial
Management Inc., Markit Group Limited or Thomson Reuters, a market data provider that has been given access to the Distribution
Date Statements, CREFC reports and supplemental notices on www.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, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Depositor’s 17g-5 Website shall also be applicable to information obtained from CTSLink.


 


4.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of July 1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer.


 

BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.

 






    	Exhibit M-3-1



    	 



    

 






	 	 	 	 	 	 	 
	 	[                        ]
	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 
	 	 	 	 
	 	Phone:	 	 	 





 









    	Exhibit M-3-2



    	 



    




  





EXHIBIT
M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


[Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – GS 2015-GC32]


 


[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]


 


		Attention:	GS
                                         Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series
                                         2015-GC32



 


		Re:	GS
                                         Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series
                                         2015-GC32



 


Ladies and Gentlemen:


 


In
connection with the GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the
“Certificates”), we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer (and may have been previously
furnished) with certain information (the “Information”). For the purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such Person’s directors, officers, employees, and agents; and
“Person” refers to any individual, group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the Controlling
Class Representative with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such
Information to any Person or entity other than (i) our Representatives, (ii) our auditors and regulators and (iii) any
Person or entity contemplating the purchase of any Certificate held by the undersigned or of an interest therein (or such outside
Persons as are assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such Persons
confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)),
(iv) our accountants and attorneys,


 






    	Exhibit M-4-1



    	 



    

 


and (v) such governmental or banking authorities or agencies to which the undersigned
is subject; and such Information will not, without the prior written consent of the Master Servicer or Special Servicer, as applicable,
be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required
to do so by law.


 


The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


This
Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public
other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully
available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound
by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential
basis prior to its disclosure to us by you.


 


Capitalized
terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of July 1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as
Special Servicer.


 


This
Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.


 





	 	Very
truly yours,
	 	 
	 	


[NAME
OF ENTITY]












	 	 	 	 	 	 	 
	 	By:. 	 	 	 	 	 
	 	Name: 	 	 	 	 
	 	Title:	 	 	 	 
	 	Company:	 	 
	 	Phone:	 	 	 





 


		cc:	GS Mortgage
                                         Securities Corporation II

                                         Trustee



 












    	Exhibit M-4-2



    	 



    

 





EXHIBIT
N




 


CUSTODIAN
CERTIFICATION


 





[DATE]


  


[All Parties to Pooling and Servicing
Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]


 





Re:         Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC32


 


Ladies and Gentlemen:


 


In accordance
with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect
to each Mortgage Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents
specified in clauses (1), (2), (3), (4)(other than with respect to a Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for
any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement;
(ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed
(based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by
the undersigned or the Custodian with respect to such Mortgage Loan have been reviewed by the undersigned or the Custodian on
behalf of the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b)
of the Pooling and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement that has
been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the
items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects
the information set forth in the Mortgage File.


 


The undersigned
makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


 



    	Exhibit N-1



    	 



    

 








	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:







 




    	Exhibit N-2



    	 



    

 


SCHEDULE
OF EXCEPTIONS


 





[          ]


 



    	Exhibit N-3



    	 



    


 



EXHIBIT
O


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall
include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	

Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
                                         Servicer

                                         Special Servicer 

        Certificate
        Administrator

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Master
                                         Servicer 

        Special
        Servicer 

        Certificate
        Administrator

         

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
                                         Servicer

                                         Special Servicer 

        Certificate
Administrator 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 





 






 


1 The servicing criteria in Item 1122(d)(1)(v)
of Regulation AB shall be applicable on and after November 23, 2015.


 






    	Exhibit O-1



    	 



    




 





	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	


Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (excluding clauses (C) and (D) in case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other
    number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer



 






    	Exhibit O-2



    	 



    




 





	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	

Reference	Criteria	 
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 






    	Exhibit O-3



    	 



    




 


EXHIBIT
P



SUPPLEMENTAL SERVICER SCHEDULE


 



    	Exhibit P-1



    	 



    




 







	GSMS
    2015-GC32	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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.)
	1	 	1,
    2	 	8625	 	CGMRC	 	Ascentia
    MHC Portfolio	 	Cedar
    Village MHC, LLC, Cheyenne MHP, LLC, Country Oaks MHC, LLC, Countryside Mobile Home Park, LLC Dream Island Mobile Home Park,
    LLC, Grand Island Mobile Home Community, LLC, Lincoln Mobile Home Parks, LLC, Aloha Vegas MHC, LLC, Rancho Bridger MHC, LLC,
    Valle Grande MHC, LLC, River Valley Mobile Home Park, LLC, Hillside MHC, LLC, West Park Plaza Mobile Home Park, LLC, Western
    Hills MHP, LLC, Buckingham Woodview, LLC, Woodview MHC, LLC, Eagle River Mobile Home Park, LLC, Windgate MHC, LLC, Golden
    Eagle MHC, LLC, Leadville MHC, LLC, Foxridge Mobile Home Park Associates, LLC, North Breeze MHC, LLC, Riviera De Sandia MHC,
    LLC, Valley Ridge MHC, LLC, Val’s MHC, LLC, Mountain Springs MHC-WK, LLC, Sugar Creek MHC, LLC, Trails End MHC-WK, LLC, Skyline
    MHC, LLC and W Bar K MHC-WK, LLC	 	 	 	$100,000,000	 	7/1/2015	 	360	 	360
	1.01	 	 	 	10484	 	CGMRC	 	Eagle
    River	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	CGMRC	 	Foxridge
    Farm	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	CGMRC	 	River
    Valley	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	CGMRC	 	West
    Winds	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	CGMRC	 	Skyline
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	CGMRC	 	Gaslight
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	CGMRC	 	Dream
    Island	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	CGMRC	 	Valley
    Ridge	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	CGMRC	 	Western
    Hills	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	CGMRC	 	Lake
    Fork	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	CGMRC	 	Aloha
    Vegas	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	CGMRC	 	Kingswood
    Estates	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	CGMRC	 	Country
    Oaks	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	CGMRC	 	Woodlawn
    Estates	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	CGMRC	 	Buckingham
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	CGMRC	 	Woodview	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	CGMRC	 	West
    Park Plaza	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	CGMRC	 	Valle
    Grande	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	CGMRC	 	Riviera
    de Sandia	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	CGMRC	 	Cedar
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	CGMRC	 	Rancho
    Bridger	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	CGMRC	 	Sheltered
    Valley	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	CGMRC	 	Vals	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	CGMRC	 	Countryside
    Estates	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	CGMRC	 	W
    bar K	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	CGMRC	 	Trails
    End	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	CGMRC	 	Windgate	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	CGMRC	 	Golden
    Eagle	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	CGMRC	 	Mountain
    Springs	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	CGMRC	 	North
    Breeze	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	CGMRC	 	Sugar
    Creek	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	CGMRC	 	Hillside	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	GSMC	 	Fig
    Garden Village	 	RPI
    Fig Garden, LP	 	Retail	 	$74,200,000	 	6/3/2015	 	360	 	360
	3	 	 	 	7NBS30	 	GSMC	 	Bassett
    Place	 	Bassett
    Place Real Estate Company, LLC	 	Retail	 	$65,500,000	 	6/9/2015	 	360	 	360
	4	 	 	 	7NQDM1	 	GSMC	 	JW
    Marriott Cherry Creek	 	DiamondRock
    Cherry Creek Owner, LLC	 	Hospitality	 	$65,000,000	 	7/1/2015	 	360	 	360
	5	 	3	 	7N6445	 	GSMC	 	Dallas
    Market Center	 	WTC-Trade
    Mart 2015, L.P.	 	Mixed
    Use	 	$57,000,000	 	4/29/2015	 	360	 	358
	6	 	4,
    5	 	10040	 	CGMRC	 	Kaiser
    Center	 	SIC-Lakeside
    Drive, LLC	 	Office	 	$50,000,000	 	6/3/2015	 	360	 	360
	7	 	6	 	10321	 	CGMRC	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	Southpointe
    Hotel and Conference Center, L.P.	 	Hospitality	 	$30,000,000	 	6/23/2015	 	360	 	360
	8	 	7	 	7N3GS6	 	GSMC	 	Doubletree
    Tallahassee	 	IB
    Tallahassee, LLC	 	Hospitality	 	$25,574,500	 	6/18/2015	 	360	 	360
	9	 	8,
    9	 	7941	 	CGMRC	 	US
    StorageMart Portfolio	 	TKG-StorageMart
    Partners Portfolio, LLC and New TKG-StorageMart Partners Portfolio, LLC	 	 	 	$25,000,000	 	3/26/2015	 	0	 	0
	9.01	 	 	 	7941-1	 	CGMRC	 	50
    Wallabout Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	CGMRC	 	250
    Flanagan Way	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	CGMRC	 	6700
    River Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	CGMRC	 	1015
    North Halsted Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	CGMRC	 	7536
    Wornall Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	CGMRC	 	640
    Southwest 2nd Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	CGMRC	 	4920
    Northwest 7th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	CGMRC	 	9925
    Southwest 40th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	CGMRC	 	9220
    West 135th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	CGMRC	 	980
    4th Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	CGMRC	 	405
    South Federal Highway	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	CGMRC	 	11001
    Excelsior Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	CGMRC	 	11325
    Lee Highway	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	CGMRC	 	2021
    Griffin Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	CGMRC	 	400
    West Olmos Drive	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	CGMRC	 	14151
    Wyandotte Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	CGMRC	 	5979
    Butterfield Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	CGMRC	 	115
    Park Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	CGMRC	 	3500
    Southwest 160th Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	CGMRC	 	2445
    Crain Highway	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	CGMRC	 	100
    West North Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	CGMRC	 	2727
    Shermer Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	CGMRC	 	15201
    Antioch Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	CGMRC	 	2450
    Mandela Parkway	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	CGMRC	 	184-02
    Jamaica Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	CGMRC	 	9012
    Northwest Prairie View Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	CGMRC	 	16101
    West 95th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	CGMRC	 	3100
    North Mannheim	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	CGMRC	 	9580
    Potranco Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	CGMRC	 	18025
    Monterey Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	CGMRC	 	9N
    004 Route 59	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	CGMRC	 	5115
    Clayton Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	CGMRC	 	9702
    West 67th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	CGMRC	 	794
    Scenic Highway	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	CGMRC	 	12430
    Bandera Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	CGMRC	 	4000
    South Providence Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	CGMRC	 	2743
    San Pablo Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	CGMRC	 	819
    North Eola Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	CGMRC	 	2506
    West Worley Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	CGMRC	 	15601
    FM 1325	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	CGMRC	 	10700
    West 159th Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	CGMRC	 	2403
    Rangeline Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	CGMRC	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	CGMRC	 	2277
    Walters Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	CGMRC	 	1575
    Thousand Oaks Drive	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	CGMRC	 	7460
    Frontage Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	CGMRC	 	6401
    Third Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	CGMRC	 	2816
    Eaton Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	CGMRC	 	3985
    Atlanta Highway	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	CGMRC	 	11510
    North Main Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	CGMRC	 	750
    Winchester Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	CGMRC	 	3401
    Broadway Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	CGMRC	 	1720
    Grand Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	CGMRC	 	1310
    South Enterprise Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	CGMRC	 	2420
    St Mary’s Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	CGMRC	 	3500
    I-70 Drive Southeast	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	CGMRC	 	195
    Southwest Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	CGMRC	 	8900
    Northwest Prairie View Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	CGMRC	 	1601
    Twilight Trail	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	CGMRC	 	1515
    Church Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	CGMRC	 	1891
    North Columbia Street	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	CGMRC	 	1200
    US #1	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	CGMRC	 	251
    Collins Industrial Boulevard	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	CGMRC	 	2310
    Paris Road	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	CGMRC	 	1820
    West Business Loop 70	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	CGMRC	 	1723
    East Florida	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	10	 	10	 	7NA2C0	 	GSMC	 	Selig
    Office Portfolio	 	Selig
    Holdings Company L.L.C.	 	 	 	$25,000,000	 	3/19/2015	 	0	 	0
	10.01	 	 	 	7N3GS6-1	 	GSMC	 	1000
    Second Avenue	 	 	 	Office	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	GSMC	 	2901
    Third Avenue	 	 	 	Office	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	GSMC	 	3101
    Western Avenue	 	 	 	Office	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	GSMC	 	300
    Elliott Avenue West	 	 	 	Office	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	GSMC	 	3131
    Elliott Avenue	 	 	 	Office	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	GSMC	 	2615
    Fourth Avenue	 	 	 	Office	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	GSMC	 	190
    Queen Anne Avenue North	 	 	 	Office	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	GSMC	 	200
    First Avenue West	 	 	 	Office	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	GSMC	 	18
    West Mercer Street	 	 	 	Office	 	 	 	 	 	 	 	 
	11	 	11,
    12, 13	 	8472	 	CGMRC	 	Alderwood
    Mall	 	Alderwood
    Mall L.L.C.	 	Retail	 	$24,500,000	 	5/5/2015	 	360	 	359
	12	 	 	 	1	 	SMF
    I	 	Sysmex
    Way	 	SPI
    Property Interests, LLC	 	Office	 	$23,850,000	 	6/25/2015	 	360	 	360
	13	 	14	 	8558	 	CGMRC	 	Cypress
    Retail Center	 	AVG
    Cypress LP	 	Retail	 	$22,300,000	 	6/1/2015	 	360	 	359
	14	 	 	 	7NJHF8	 	GSMC	 	Court
    at Deptford II	 	Almonesson
    Associates II, L.L.C.	 	Retail	 	$22,205,000	 	6/5/2015	 	360	 	359
	15	 	 	 	 	 	CCRE	 	ART
    Multi-State Portfolio II	 	Applegate
    Apartments of Delaware County, LLC, Applegate Apartments of Delaware County, II, LLC, Empirian Annhurst LP, Heathmoore Apartments
    of Jefferson County, LLC, Meadowood Apartments of Nicholasville, LLC, Stonehenge Apartments of Jefferson County, LLC, Heron
    Pointe Apartments, LLC	 	 	 	$20,549,000	 	6/24/2015	 	360	 	360
	15.01	 	 	 	 	 	CCRE	 	Annhurst	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	CCRE	 	Applegate	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	CCRE	 	Heron
    Pointe	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	CCRE	 	Meadowood	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	CCRE	 	Ridgewood	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	CCRE	 	Heathmoore	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	16	 	15	 	2	 	SMF
    I	 	Freshwater
    Commons	 	DEVCON
    Commons, LLC	 	Retail	 	$19,200,000	 	6/26/2015	 	360	 	360
	17	 	 	 	7NJCU0	 	GSMC	 	Eddystone
    Crossing Shopping Center	 	Eddystone
    Associates, L.P.	 	Retail	 	$17,713,000	 	6/11/2015	 	360	 	360
	18	 	 	 	MC0027F07	 	MC-FiveMile	 	Skyline
    Property Portfolio	 	Brookville
    P-52 LLC, Elmwood Industrial LLC, Fairview Corners LLC, Franklin Shoppes LLC, Heartland Village Shoppes LLC, Holiday Center
    LLC, Whiteland Retail Center II LLC and White River Landing LLC	 	 	 	$15,150,000	 	7/1/2015	 	324	 	324
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	MC-FiveMile	 	Heartland
    Village Shopping Center	 	 	 	Retail	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	MC-FiveMile	 	Park
    52	 	 	 	Industrial	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	MC-FiveMile	 	Andrade
    Business Park	 	 	 	Industrial	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	MC-FiveMile	 	Fairview
    Corners	 	 	 	Retail	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	MC-FiveMile	 	Elmwood
    Tech	 	 	 	Industrial	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	MC-FiveMile	 	White
    River Landing	 	 	 	Retail	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	MC-FiveMile	 	Holiday
    Center	 	 	 	Retail	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	MC-FiveMile	 	Whiteland
    Retail Center	 	 	 	Retail	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	MC-FiveMile	 	Franklin
    Shoppes	 	 	 	Retail	 	 	 	 	 	 	 	 
	19	 	16,
    17, 18	 	3	 	SMF
    I	 	Hampton
    Inn Idaho Falls Airport	 	Hotel
    Developers - Eagle Rock, LLC	 	Hospitality	 	$8,050,000	 	6/24/2015	 	300	 	300
	20	 	16,
    17, 19	 	4	 	SMF
    I	 	La
    Quinta Inn & Suites Idaho Falls	 	Hotel
    Developers - Ammon, LLC	 	Hospitality	 	$5,450,000	 	6/24/2015	 	300	 	300
	21	 	 	 	 	 	CCRE	 	Rio
    Linda Shopping Center	 	CPF
    Rio Linda Associates, LLC	 	Retail	 	$12,825,000	 	6/24/2015	 	360	 	360
	22	 	 	 	MC00257F7	 	MC-FiveMile	 	Chicago
    Multifamily Portfolio	 	Chicago
    Apts For Rent LLC	 	 	 	$12,566,250	 	6/4/2015	 	360	 	359
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	MC-FiveMile	 	5334-5362
    West Madison Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	MC-FiveMile	 	5300
    South Martin Luther King Junior Drive	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	MC-FiveMile	 	1115-27
    East 81st Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	MC-FiveMile	 	5248
    South Martin Luther King Junior Drive	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	MC-FiveMile	 	4900-4910
    West Jackson Boulevard	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	MC-FiveMile	 	130-136
    North Leamington Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	MC-FiveMile	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	MC-FiveMile	 	8231-8239
    South Ingleside	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	MC-FiveMile	 	3101
    W. Lexington Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	MC-FiveMile	 	8200
    South Exchange Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	GSMC	 	Palomar
    Point	 	Lanikai
    Partners II	 	Industrial	 	$12,500,000	 	5/19/2015	 	360	 	360
	24	 	20	 	 	 	CCRE	 	Huntsville
    Portfolio	 	Huntsville
    Portfolio Associates, LLC	 	 	 	$12,025,000	 	6/23/2015	 	360	 	360
	24.01	 	 	 	 	 	CCRE	 	Paramount
    Place	 	 	 	Retail	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	CCRE	 	Memorial
    Plaza 	 	 	 	Retail	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	CCRE	 	Creekside
    Corners	 	 	 	Retail	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	CCRE	 	Greensboro
    Plaza	 	 	 	Retail	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	CCRE	 	Exchange
    Place 	 	 	 	Office	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	CGMRC	 	Shops
    at 69th Street	 	69th
    Street Office Owner L.P.	 	Mixed
    Use	 	$11,250,000	 	6/26/2015	 	360	 	360
	26	 	 	 	10343	 	CGMRC	 	College
    Grove	 	San
    Diego Grove, L.P.	 	Retail	 	$11,000,000	 	6/4/2015	 	360	 	359
	27	 	21	 	 	 	CCRE	 	Brook
    Run Shopping Center	 	Brook
    Run Associates, LLC	 	Retail	 	$10,950,000	 	6/1/2015	 	0	 	0
	28	 	 	 	 	 	CCRE	 	Southeast
    Plaza	 	BDB
    Southeast Plaza, LLC 	 	Retail	 	$10,725,000	 	6/26/2015	 	360	 	360
	29	 	 	 	7N3GE7	 	GSMC	 	Myrtle
    Beach Self Storage Center	 	Seaboard
    Frontage Road Development, LLC	 	Self
    Storage	 	$10,200,000	 	6/30/2015	 	360	 	360
	30	 	 	 	MC00248C6	 	MC-FiveMile	 	Birney
    Portfolio - Galleria Oaks	 	SunBlossom
    at Galleria, Ltd.	 	Multifamily	 	$10,000,000	 	6/30/2015	 	360	 	360
	31	 	22	 	 	 	CCRE	 	Holiday
    Inn Bolingbrook	 	Bolingbrook
    HI Owner, LLC	 	Hospitality	 	$9,575,000	 	7/1/2015	 	300	 	300
	32	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I & II	 	WHLR-Beaver
    Ruin Village, LLC and WHLR-Beaver Ruin Village II, LLC	 	 	 	$9,400,000	 	7/1/2015	 	0	 	0
	32.01	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I	 	 	 	Retail	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village II	 	 	 	Retail	 	 	 	 	 	 	 	 
	33	 	23	 	 	 	CCRE	 	Maplewood
    Mixed Use	 	Rothschild
    St. Louis LLC, 405 Euclid LLC, Maple King Properties LLC, and Rawhide Building LLC	 	 	 	$9,025,000	 	6/30/2015	 	360	 	360
	33.01	 	 	 	 	 	CCRE	 	4654
    Maryland	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	CCRE	 	401
    North Euclid	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	CCRE	 	7370
    Manchester	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	CCRE	 	7350
    Manchester	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	CCRE	 	7344
    Manchester	 	 	 	Mixed
    Use	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	CCRE	 	4229
    Manchester	 	 	 	Retail	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	MC-FiveMile	 	520
    West Avenue	 	520
    West Avenue Property, LLC	 	Mixed
    Use	 	$9,000,000	 	7/1/2015	 	360	 	360
	35	 	 	 	MC00296F0	 	MC-FiveMile	 	Conlon
    MHC Portfolio 3	 	ACG
    Oakland Glen, LLC, ACG Charlotte North Carolina, LLC, ACG All Star, LLC and ACG Princeton Village, LLC	 	 	 	$9,000,000	 	6/19/2015	 	360	 	360
	35.01	 	 	 	MC00296F0
    - MC0029892	 	MC-FiveMile	 	All
    Star	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	MC-FiveMile	 	Orion
    Oaks	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	MC-FiveMile	 	Oakland
    Glen	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	MC-FiveMile	 	Princeton
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	SMF
    I	 	Pangea
    11 	 	PP
    P11 1, LLC, PP P11 2, LLC and PP P11 3, LLC	 	 	 	$8,750,000	 	6/25/2015	 	0	 	0
	36.01	 	 	 	5.07	 	SMF
    I	 	13905-13957
    South Clark Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	SMF
    I	 	1101
    North Lawler Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	SMF
    I	 	7800
    South Jeffery Boulevard	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	SMF
    I	 	7701
    South Yates Boulevard	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	SMF
    I	 	9040
    South Bishop Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	SMF
    I	 	7949
    South Ellis Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	SMF
    I	 	14138
    South School Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	SMF
    I	 	6200
    South Rockwell Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	SMF
    I	 	7055
    South St. Lawrence Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	SMF
    I	 	5402
    West Rice Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	SMF
    I	 	7056
    South Eberhart Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	SMF
    I	 	204
    West 138th Street	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	SMF
    I	 	7956
    South Burnham Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	SMF
    I	 	9100
    South Dauphin Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	SMF
    I	 	8208
    South Drexel Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	SMF
    I	 	8640
    South Ingleside Avenue	 	 	 	Multifamily	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CCRE	 	CSRA
    Food Lion Portfolio I	 	CSRA
    Grocery Portfolio I, DST 	 	 	 	$8,750,000	 	6/19/2015	 	360	 	360
	37.01	 	 	 	 	 	CCRE	 	West
    Pointe Village Shopping Center	 	 	 	Retail	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	CCRE	 	Kris
    Krossing Shopping Center	 	 	 	Retail	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	CCRE	 	College
    Lakes Plaza	 	 	 	Retail	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CCRE	 	Four
    Points Sheraton Columbus Airport	 	VJP
    Hospitality, Ltd.	 	Hospitality	 	$8,700,000	 	7/1/2015	 	360	 	360
	39	 	 	 	8328	 	CGMRC	 	Torrey
    Place Apartments	 	Torrey
    Place, LLC	 	Multifamily	 	$8,550,000	 	6/2/2015	 	360	 	360
	40	 	 	 	8613	 	CGMRC	 	Amsdell
    FL/NJ Self Storage Portfolio	 	Amsdell
    Storage Ventures XXXVI, LLC	 	 	 	$8,000,000	 	6/16/2015	 	360	 	360
	40.01	 	 	 	8613-2	 	CGMRC	 	Compass
    Self Storage	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	CGMRC	 	Access
    Self Storage	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	CCRE	 	Midwest
    Retail Portfolio	 	Kawips
    Delaware Cuyahoga Falls LLC, Kawips Delaware Tulsa LLC and Kawips Delaware Evergreen Park LLC	 	 	 	$7,510,000	 	6/9/2015	 	360	 	360
	41.01	 	 	 	 	 	CCRE	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	Retail	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	CCRE	 	Destination
    XL - Evergreen Park, IL	 	 	 	Retail	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	CCRE	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	Retail	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	CGMRC	 	Holiday
    Inn Express & Suites - Sherman TX	 	Sherman
    DE LLC d/b/a WDS Hotels Sherman, LLC	 	Hospitality	 	$7,160,000	 	6/26/2015	 	360	 	360
	43	 	24	 	6	 	SMF
    I	 	River
    Pointe Shopping Center	 	River
    Pointe/Canton, LLC	 	Retail	 	$6,400,000	 	6/11/2015	 	360	 	360
	44	 	 	 	7N1ZN0	 	GSMC	 	Hunters
    Point Apartments	 	Hunters
    Point Apartments, LLC	 	Multifamily	 	$6,100,000	 	6/8/2015	 	0	 	0
	45	 	 	 	7ND2J9	 	GSMC	 	Crown
    Meadows	 	Crown
    Meadows SA Partnership, Ltd.	 	Retail	 	$6,037,500	 	6/24/2015	 	360	 	360
	46	 	 	 	7	 	SMF
    I	 	Cross
    Creek Medical Office	 	Six
    Pack, LLC	 	Office	 	$5,700,000	 	7/2/2015	 	360	 	360
	47	 	 	 	7NCUQ4	 	GSMC	 	ExtraSpace
    Colfax and Harlan	 	Colfax
    and Harlan LLC	 	Self
    Storage	 	$5,500,000	 	5/28/2015	 	0	 	0
	48	 	 	 	7NMIB9	 	GSMC	 	FedEx
    Regional Distribution Center	 	NLF
    FE Birmingham LLC and Delaware 2015 Associates LLC	 	Industrial	 	$4,760,000	 	6/22/2015	 	360	 	360
	49	 	 	 	7NKX18	 	GSMC	 	Forest
    Gate Shopping Center	 	S2
    Forest Gate Associates LLC	 	Retail	 	$4,600,000	 	6/24/2015	 	360	 	360
	50	 	 	 	8	 	SMF
    I	 	Rite
    Aid Cedar Springs, MI	 	Jos
    Development Group, LLC	 	Retail	 	$4,500,000	 	6/11/2015	 	264	 	264
	51	 	 	 	 	 	CCRE	 	Delray
    Pointe	 	Delray
    172 Realty LLC 	 	Retail	 	$4,400,000	 	6/29/2015	 	360	 	360
	52	 	 	 	8408	 	CGMRC	 	24
    Simon Street	 	24
    Simon Street Developers Corp.	 	Industrial	 	$4,270,000	 	6/29/2015	 	360	 	360
	53	 	 	 	MC0027FB3	 	MC-FiveMile	 	Binford
    Shoppes 	 	Binford
    Shoppes LLC	 	Retail	 	$4,100,000	 	6/8/2015	 	360	 	360
	54	 	 	 	9	 	SMF
    I	 	CVS
    Shelby	 	Notting
    Hill LLC	 	Retail	 	$4,000,000	 	6/5/2015	 	300	 	299
	55	 	 	 	10	 	SMF
    I	 	Flamingo
    Retail	 	B/L
    Flamingo, LLC	 	Retail	 	$3,750,000	 	6/26/2015	 	360	 	360
	56	 	 	 	11	 	SMF
    I	 	Harrisonville
    Crossing	 	Harrisonville
    Crossing Properties, LLC	 	Retail	 	$3,700,000	 	6/5/2015	 	360	 	359
	57	 	 	 	7N3HQ9	 	GSMC	 	Redan
    Cove Apartments	 	Westchester
    Redan Cove, LLC	 	Multifamily	 	$3,675,000	 	6/11/2015	 	360	 	360
	58	 	 	 	 	 	CCRE	 	Moraga
    Plaza	 	Moraga
    Plaza, LLC	 	Retail	 	$3,350,000	 	6/4/2015	 	360	 	359
	59	 	 	 	 	 	CCRE	 	CVS
    Jersey Shore	 	Jersey
    Shore Partners LLC	 	Retail	 	$3,230,000	 	6/4/2015	 	360	 	360
	60	 	25	 	MC0028BA7	 	MC-FiveMile	 	Lakewood
    Galleria	 	Lakewood
    Galleria, Lakewood CA, LLC	 	Retail	 	$3,100,000	 	6/17/2015	 	352	 	352
	61	 	 	 	 	 	CCRE	 	Shoppes
    of Old Peachtree	 	KSNJ
    Investment, Inc.	 	Retail	 	$3,025,000	 	6/12/2015	 	360	 	360
	62	 	 	 	12	 	SMF
    I	 	Millennium
    Business Center	 	Millennium
    Business Center, LLC	 	Industrial	 	$3,000,000	 	5/14/2015	 	360	 	360
	63	 	26	 	MC0026E26	 	MC-FiveMile	 	Lakewood
    Village	 	Lakewood
    Village Limited Partnership	 	Manufactured
    Housing	 	$2,550,000	 	6/3/2015	 	300	 	299


 



    	 



    	 



    

 


	GSMS 2015-GC32	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Carve-out
    Guarantor	 	Letter
    of Credit	 	Upfront
    RE Tax Reserve ($)	 	Ongoing
    RE Tax Reserve ($)	 	Upfront
    Insurance Reserve ($)	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Replacement Reserve ($)	 	Ongoing
    Replacement Reserve ($)	 	Replacement
    Reserve Caps ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)
	1	 	1,
    2	 	8625	 	CGMRC	 	Ascentia
    MHC Portfolio	 	John
    J. Eberle, Boris B Vukovich and Ascentia Real Estate Holding Company, LLC	 	No	 	$344,296	 	$86,074	 	$284,344	 	$25,849	 	$0	 	$21,961	 	$0	 	$0	 	$0
	1.01	 	 	 	10484	 	CGMRC	 	Eagle
    River	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	CGMRC	 	Foxridge
    Farm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	CGMRC	 	River
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	CGMRC	 	West
    Winds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	CGMRC	 	Skyline
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	CGMRC	 	Gaslight
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	CGMRC	 	Dream
    Island	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	CGMRC	 	Valley
    Ridge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	CGMRC	 	Western
    Hills	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	CGMRC	 	Lake
    Fork	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	CGMRC	 	Aloha
    Vegas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	CGMRC	 	Kingswood
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	CGMRC	 	Country
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	CGMRC	 	Woodlawn
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	CGMRC	 	Buckingham
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	CGMRC	 	Woodview	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	CGMRC	 	West
    Park Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	CGMRC	 	Valle
    Grande	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	CGMRC	 	Riviera
    de Sandia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	CGMRC	 	Cedar
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	CGMRC	 	Rancho
    Bridger	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	CGMRC	 	Sheltered
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	CGMRC	 	Vals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	CGMRC	 	Countryside
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	CGMRC	 	W
    bar K	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	CGMRC	 	Trails
    End	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	CGMRC	 	Windgate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	CGMRC	 	Golden
    Eagle	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	CGMRC	 	Mountain
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	CGMRC	 	North
    Breeze	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	CGMRC	 	Sugar
    Creek	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	CGMRC	 	Hillside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	GSMC	 	Fig
    Garden Village	 	Rouse
    Properties, LP	 	No	 	$327,676	 	$109,225	 	$0	 	$0	 	$0	 	$0	 	$144,720	 	$0	 	$0
	3	 	 	 	7NBS30	 	GSMC	 	Bassett
    Place	 	Cypress
    Ventures, LLC and Christopher C. Maguire	 	No	 	$450,619	 	$75,103	 	$0	 	$0	 	$0	 	$11,525	 	$0	 	$0	 	$25,000
	4	 	 	 	7NQDM1	 	GSMC	 	JW
    Marriott Cherry Creek	 	DiamondRock
    Hospitality Limited Partnership	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	5	 	3	 	7N6445	 	GSMC	 	Dallas
    Market Center	 	Dallas
    Market Center Financial, L.L.C.	 	No	 	$439,167	 	$87,833	 	$47,500	 	$0	 	$910,580	 	$0	 	$910,580	 	$1,500,000	 	$0
	6	 	4,
    5	 	10040	 	CGMRC	 	Kaiser
    Center	 	Swig
    Investment Company, LLC	 	No	 	$1,491,823	 	$248,637	 	$0	 	$0	 	$0	 	$16,551	 	$595,836	 	$0	 	$0
	7	 	6	 	10321	 	CGMRC	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	Millcraft
    Investments, Inc.	 	No	 	$238,074	 	$29,759	 	$0	 	$6,415	 	$0	 	$38,019	 	$0	 	$0	 	$0
	8	 	7	 	7N3GS6	 	GSMC	 	Doubletree
    Tallahassee	 	John
    Thomas Burnette	 	No	 	$92,612	 	$18,522	 	$24,302	 	$12,151	 	$0	 	$33,514	 	$0	 	$0	 	$0
	9	 	8,
    9	 	7941	 	CGMRC	 	US
    StorageMart Portfolio	 	E.
    Stanley Kroenke	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	9.01	 	 	 	7941-1	 	CGMRC	 	50
    Wallabout Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	CGMRC	 	250
    Flanagan Way	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	CGMRC	 	6700
    River Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	CGMRC	 	1015
    North Halsted Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	CGMRC	 	7536
    Wornall Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	CGMRC	 	640
    Southwest 2nd Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	CGMRC	 	4920
    Northwest 7th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	CGMRC	 	9925
    Southwest 40th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	CGMRC	 	9220
    West 135th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	CGMRC	 	980
    4th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	CGMRC	 	405
    South Federal Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	CGMRC	 	11001
    Excelsior Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	CGMRC	 	11325
    Lee Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	CGMRC	 	2021
    Griffin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	CGMRC	 	400
    West Olmos Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	CGMRC	 	14151
    Wyandotte Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	CGMRC	 	5979
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	CGMRC	 	115
    Park Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	CGMRC	 	3500
    Southwest 160th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	CGMRC	 	2445
    Crain Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	CGMRC	 	100
    West North Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	CGMRC	 	2727
    Shermer Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	CGMRC	 	15201
    Antioch Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	CGMRC	 	2450
    Mandela Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	CGMRC	 	184-02
    Jamaica Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	CGMRC	 	9012
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	CGMRC	 	16101
    West 95th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	CGMRC	 	3100
    North Mannheim	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	CGMRC	 	9580
    Potranco Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	CGMRC	 	18025
    Monterey Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	CGMRC	 	9N
    004 Route 59	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	CGMRC	 	5115
    Clayton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	CGMRC	 	9702
    West 67th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	CGMRC	 	794
    Scenic Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	CGMRC	 	12430
    Bandera Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	CGMRC	 	4000
    South Providence Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	CGMRC	 	2743
    San Pablo Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	CGMRC	 	819
    North Eola Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	CGMRC	 	2506
    West Worley Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	CGMRC	 	15601
    FM 1325	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	CGMRC	 	10700
    West 159th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	CGMRC	 	2403
    Rangeline Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	CGMRC	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	CGMRC	 	2277
    Walters Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	CGMRC	 	1575
    Thousand Oaks Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	CGMRC	 	7460
    Frontage Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	CGMRC	 	6401
    Third Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	CGMRC	 	2816
    Eaton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	CGMRC	 	3985
    Atlanta Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	CGMRC	 	11510
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	CGMRC	 	750
    Winchester Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	CGMRC	 	3401
    Broadway Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	CGMRC	 	1720
    Grand Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	CGMRC	 	1310
    South Enterprise Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	CGMRC	 	2420
    St Mary’s Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	CGMRC	 	3500
    I-70 Drive Southeast	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	CGMRC	 	195
    Southwest Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	CGMRC	 	8900
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	CGMRC	 	1601
    Twilight Trail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	CGMRC	 	1515
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	CGMRC	 	1891
    North Columbia Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	CGMRC	 	1200
    US #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	CGMRC	 	251
    Collins Industrial Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	CGMRC	 	2310
    Paris Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	CGMRC	 	1820
    West Business Loop 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	CGMRC	 	1723
    East Florida	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	10	 	7NA2C0	 	GSMC	 	Selig
    Office Portfolio	 	Selig
    Family Holdings, LLC and Martin Selig	 	No	 	$255,019	 	$255,019	 	$0	 	$0	 	$0	 	$33,989	 	$0	 	$0	 	$203,932
	10.01	 	 	 	7N3GS6-1	 	GSMC	 	1000
    Second Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	GSMC	 	2901
    Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	GSMC	 	3101
    Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	GSMC	 	300
    Elliott Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	GSMC	 	3131
    Elliott Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	GSMC	 	2615
    Fourth Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	GSMC	 	190
    Queen Anne Avenue North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	GSMC	 	200
    First Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	GSMC	 	18
    West Mercer Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	11,
    12, 13	 	8472	 	CGMRC	 	Alderwood
    Mall	 	GGP/Homart
    II L.L.C.	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	12	 	 	 	1	 	SMF
    I	 	Sysmex
    Way	 	Paul
    Reisman and Steven Reisman	 	No	 	$160,408	 	$32,082	 	$18,417	 	$1,985	 	$0	 	$1,063	 	$50,000	 	$0	 	$0
	13	 	14	 	8558	 	CGMRC	 	Cypress
    Retail Center	 	AVG
    Equities LLC	 	No	 	$101,322	 	$16,887	 	$20,675	 	$1,880	 	$30,000	 	$0	 	$30,000	 	$170,000	 	$0
	14	 	 	 	7NJHF8	 	GSMC	 	Court
    at Deptford II	 	Kenneth
    N. Goldenberg	 	No	 	$179,160	 	$44,790	 	$4,847	 	$0	 	$305,000	 	$2,364	 	$0	 	$0	 	$7,500
	15	 	 	 	 	 	CCRE	 	ART
    Multi-State Portfolio II	 	Arbor
    Realty SR, Inc. 	 	No	 	$89,107	 	$19,802	 	$21,359	 	$2,670	 	$0	 	$13,209	 	$0	 	$0	 	$0
	15.01	 	 	 	 	 	CCRE	 	Annhurst	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	CCRE	 	Applegate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	CCRE	 	Heron
    Pointe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	CCRE	 	Meadowood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	CCRE	 	Ridgewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	CCRE	 	Heathmoore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	15	 	2	 	SMF
    I	 	Freshwater
    Commons	 	Roland
    G. LaBonte	 	No	 	$31,759	 	$31,759	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$7,667
	17	 	 	 	7NJCU0	 	GSMC	 	Eddystone
    Crossing Shopping Center	 	Steven
    B. Wolfson and Milton S. Schneider	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	18	 	 	 	MC0027F07	 	MC-FiveMile	 	Skyline
    Property Portfolio	 	Brady
    S. Clements, Brian R. Bischoff and Roger S. Curry	 	No	 	$97,189	 	$32,396	 	$17,109	 	$4,277	 	$0	 	$3,085	 	$0	 	$100,000	 	$12,500
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	MC-FiveMile	 	Heartland
    Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	MC-FiveMile	 	Park
    52	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	MC-FiveMile	 	Andrade
    Business Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	MC-FiveMile	 	Fairview
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	MC-FiveMile	 	Elmwood
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	MC-FiveMile	 	White
    River Landing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	MC-FiveMile	 	Holiday
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	MC-FiveMile	 	Whiteland
    Retail Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	MC-FiveMile	 	Franklin
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	16,
    17, 18	 	3	 	SMF
    I	 	Hampton
    Inn Idaho Falls Airport	 	Roger
    Brett Ball, Ben Craig Ball, Kimberly Anne Ence and Christi Ball Marshall	 	No	 	$19,240	 	$9,620	 	$21,219	 	$2,099	 	$0	 	$0	 	$0	 	$0	 	$0
	20	 	16,
    17, 19	 	4	 	SMF
    I	 	La
    Quinta Inn & Suites Idaho Falls	 	Roger
    Brett Ball, Ben Craig Ball, Kimberly Anne Ence and Christi Ball Marshall	 	No	 	$12,485	 	$6,243	 	$16,332	 	$1,618	 	$0	 	$0	 	$0	 	$0	 	$0
	21	 	 	 	 	 	CCRE	 	Rio
    Linda Shopping Center	 	Robert
    A. Flaxman and Jaime Sohacheski	 	No	 	$23,000	 	$3,833	 	$0	 	$0	 	$0	 	$964	 	$57,810	 	$125,000	 	$4,818
	22	 	 	 	MC00257F7	 	MC-FiveMile	 	Chicago
    Multifamily Portfolio	 	Wafika
    Khalil	 	No	 	$75,250	 	$12,542	 	$16,826	 	$8,413	 	$0	 	$7,417	 	$0	 	$0	 	$0
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	MC-FiveMile	 	5334-5362
    West Madison Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	MC-FiveMile	 	5300
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	MC-FiveMile	 	1115-27
    East 81st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	MC-FiveMile	 	5248
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	MC-FiveMile	 	4900-4910
    West Jackson Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	MC-FiveMile	 	130-136
    North Leamington Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	MC-FiveMile	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	MC-FiveMile	 	8231-8239
    South Ingleside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	MC-FiveMile	 	3101
    W. Lexington Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	MC-FiveMile	 	8200
    South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	GSMC	 	Palomar
    Point	 	T.
    Lawrence Jett	 	No	 	$44,802	 	$14,933	 	$0	 	$0	 	$0	 	$1,472	 	$0	 	$185,000	 	$5,000
	24	 	20	 	 	 	CCRE	 	Huntsville
    Portfolio	 	David
    L. Husman and the David L. Husman Trust dated October 3, 1993	 	No	 	$60,017	 	$9,594	 	$30,563	 	$4,366	 	$0	 	$2,584	 	$0	 	$0	 	$16,029
	24.01	 	 	 	 	 	CCRE	 	Paramount
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	CCRE	 	Memorial
    Plaza 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	CCRE	 	Creekside
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	CCRE	 	Greensboro
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	CCRE	 	Exchange
    Place 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	CGMRC	 	Shops
    at 69th Street	 	Ben
    Ashkenazy	 	No	 	$148,784	 	$29,757	 	$0	 	$0	 	$0	 	$2,148	 	$0	 	$0	 	$10,738
	26	 	 	 	10343	 	CGMRC	 	College
    Grove	 	Joseph
    Daneshgar	 	No	 	$73,846	 	$9,231	 	$6,868	 	$1,145	 	$0	 	$779	 	$0	 	$0	 	$0
	27	 	21	 	 	 	CCRE	 	Brook
    Run Shopping Center	 	Wheeler
    REIT, L.P.	 	No	 	$32,806	 	$10,935	 	$16,371	 	$2,339	 	$0	 	$6,156	 	$0	 	$300,000	 	$0
	28	 	 	 	 	 	CCRE	 	Southeast
    Plaza	 	Michael
    Bisciotti	 	No	 	$139,125	 	$15,458	 	$19,407	 	$6,469	 	$0	 	$2,598	 	$0	 	$0	 	$10,808
	29	 	 	 	7N3GE7	 	GSMC	 	Myrtle
    Beach Self Storage Center	 	James
    G. Rice	 	No	 	$46,825	 	$6,689	 	$0	 	$1,655	 	$0	 	$1,412	 	$67,768	 	$0	 	$0
	30	 	 	 	MC00248C6	 	MC-FiveMile	 	Birney
    Portfolio - Galleria Oaks	 	Leeshan
    Birney and James Birney	 	No	 	$132,931	 	$18,990	 	$57,305	 	$7,163	 	$0	 	$5,325	 	$0	 	$0	 	$0
	31	 	22	 	 	 	CCRE	 	Holiday
    Inn Bolingbrook	 	Timothy
    L. O’Byrne	 	No	 	$0	 	$14,667	 	$8,517	 	$4,259	 	$0	 	$15,579	 	$0	 	$0	 	$0
	32	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I & II	 	Wheeler
    REIT, L.P.	 	No	 	$218,785	 	$14,777	 	$23,066	 	$2,883	 	$0	 	$1,816	 	$0	 	$0	 	$0
	32.01	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	23	 	 	 	CCRE	 	Maplewood
    Mixed Use	 	Milton
    D. Rothschild, II	 	No	 	$112,583	 	$16,083	 	$48,600	 	$4,050	 	$0	 	$1,304	 	$0	 	$0	 	$12,201
	33.01	 	 	 	 	 	CCRE	 	4654
    Maryland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	CCRE	 	401
    North Euclid	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	CCRE	 	7370
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	CCRE	 	7350
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	CCRE	 	7344
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	CCRE	 	4229
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	MC-FiveMile	 	520
    West Avenue	 	Stanley
    M. Seligson and Robert A. Epstein	 	No	 	$12,163	 	$6,082	 	$0	 	$0	 	$0	 	$540	 	$0	 	$0	 	$2,937
	35	 	 	 	MC00296F0	 	MC-FiveMile	 	Conlon
    MHC Portfolio 3	 	Michael
    B. Conlon	 	No	 	$65,271	 	$6,527	 	$4,184	 	$1,046	 	$0	 	$1,996	 	$0	 	$0	 	$0
	35.01	 	 	 	MC00296F0
    - MC0029892	 	MC-FiveMile	 	All
    Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	MC-FiveMile	 	Orion
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	MC-FiveMile	 	Oakland
    Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	MC-FiveMile	 	Princeton
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	SMF
    I	 	Pangea
    11 	 	Pangea
    Properties	 	No	 	$108,035	 	$18,006	 	$13,836	 	$4,612	 	$0	 	$4,917	 	$177,000	 	$0	 	$0
	36.01	 	 	 	5.07	 	SMF
    I	 	13905-13957
    South Clark Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	SMF
    I	 	1101
    North Lawler Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	SMF
    I	 	7800
    South Jeffery Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	SMF
    I	 	7701
    South Yates Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	SMF
    I	 	9040
    South Bishop Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	SMF
    I	 	7949
    South Ellis Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	SMF
    I	 	14138
    South School Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	SMF
    I	 	6200
    South Rockwell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	SMF
    I	 	7055
    South St. Lawrence Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	SMF
    I	 	5402
    West Rice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	SMF
    I	 	7056
    South Eberhart Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	SMF
    I	 	204
    West 138th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	SMF
    I	 	7956
    South Burnham Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	SMF
    I	 	9100
    South Dauphin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	SMF
    I	 	8208
    South Drexel Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	SMF
    I	 	8640
    South Ingleside Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CCRE	 	CSRA
    Food Lion Portfolio I	 	Louis
    J. Rogers	 	No	 	$75,500	 	$10,786	 	$30,330	 	$2,333	 	$0	 	$2,351	 	$0	 	$200,000	 	$10,582
	37.01	 	 	 	 	 	CCRE	 	West
    Pointe Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	CCRE	 	Kris
    Krossing Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	CCRE	 	College
    Lakes Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CCRE	 	Four
    Points Sheraton Columbus Airport	 	Dr.
    Jayendra Patel, Prakash Patel, Vibhakar Shah, Neha Sampat and Nishant Patel	 	No	 	$13,333	 	$13,333	 	$11,532	 	$2,306	 	$0	 	$10,373	 	$0	 	$0	 	$0
	39	 	 	 	8328	 	CGMRC	 	Torrey
    Place Apartments	 	Eugene
    C. Curran, Jr.	 	No	 	$67,635	 	$11,272	 	$12,836	 	$3,209	 	$148,750	 	$3,675	 	$0	 	$0	 	$0
	40	 	 	 	8613	 	CGMRC	 	Amsdell
    FL/NJ Self Storage Portfolio	 	Robert
    J. Amsdell and Barry L. Amsdell	 	No	 	$49,380	 	$9,876	 	$175	 	$175	 	$0	 	$1,389	 	$0	 	$0	 	$0
	40.01	 	 	 	8613-2	 	CGMRC	 	Compass
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	CGMRC	 	Access
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	CCRE	 	Midwest
    Retail Portfolio	 	Allan
    Spiwak	 	No	 	$10,824	 	$5,412	 	$1,765	 	$882	 	$0	 	$353	 	$0	 	$0	 	$1,237
	41.01	 	 	 	 	 	CCRE	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	CCRE	 	Destination
    XL - Evergreen Park, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	CCRE	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	CGMRC	 	Holiday
    Inn Express & Suites - Sherman TX	 	William
    Deep Singh	 	No	 	$114,565	 	$10,415	 	$11,087	 	$2,772	 	$0	 	$7,247	 	$0	 	$0	 	$0
	43	 	24	 	6	 	SMF
    I	 	River
    Pointe Shopping Center	 	Charles
    Garfunkel	 	No	 	$36,910	 	$4,614	 	$12,595	 	$1,581	 	$0	 	$0	 	$0	 	$100,000	 	$2,015
	44	 	 	 	7N1ZN0	 	GSMC	 	Hunters
    Point Apartments	 	Mark
    A. Englert	 	No	 	$35,965	 	$11,988	 	$21,837	 	$3,120	 	$2,863	 	$2,863	 	$0	 	$0	 	$0
	45	 	 	 	7ND2J9	 	GSMC	 	Crown
    Meadows	 	Kamran
    Farhadi	 	No	 	$80,048	 	$11,435	 	$2,801	 	$1,816	 	$0	 	$875	 	$0	 	$0	 	$4,394
	46	 	 	 	7	 	SMF
    I	 	Cross
    Creek Medical Office	 	Michael
    Fugle, Gregory Stevens, John Raymond Olenyn, Paul Joseph Siatczynski, Allen Prince, John Ryan, Gina M. Rook, Deborah Romans,
    The Deborah A. Romans Revocable Trust, Edward Burke, Mehuel Mehta, Samson Samuel, Richard Singer, Steven Plomaritis and Edward
    Haass	 	No	 	$0	 	$9,233	 	$9,185	 	$765	 	$0	 	$886	 	$42,514	 	$150,000	 	$0
	47	 	 	 	7NCUQ4	 	GSMC	 	ExtraSpace
    Colfax and Harlan	 	Harvey
    L Saipe and Raymond A. Garcia, Jr.	 	No	 	$6,712	 	$6,712	 	$3,040	 	$507	 	$0	 	$0	 	$0	 	$0	 	$0
	48	 	 	 	7NMIB9	 	GSMC	 	FedEx
    Regional Distribution Center	 	The
    Hampshire Net Lease Fund LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	49	 	 	 	7NKX18	 	GSMC	 	Forest
    Gate Shopping Center	 	George
    W. Stewart, IV and Robert B. Seidel	 	No	 	$29,821	 	$4,260	 	$1,631	 	$815	 	$0	 	$785	 	$0	 	$31,368	 	$2,614
	50	 	 	 	8	 	SMF
    I	 	Rite
    Aid Cedar Springs, MI	 	Laith
    Jonna	 	No	 	$0	 	$0	 	$921	 	$199	 	$0	 	$122	 	$0	 	$0	 	$0
	51	 	 	 	 	 	CCRE	 	Delray
    Pointe	 	Arthur
    B. Cornfeld and Alexander B. Cornfeld	 	No	 	$63,750	 	$7,083	 	$11,950	 	$2,390	 	$0	 	$304	 	$0	 	$0	 	$907
	52	 	 	 	8408	 	CGMRC	 	24
    Simon Street	 	Dmitry
    Volkov	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	53	 	 	 	MC0027FB3	 	MC-FiveMile	 	Binford
    Shoppes 	 	Donna
    S. Carr-Roberts	 	No	 	$15,390	 	$5,130	 	$2,155	 	$718	 	$0	 	$413	 	$0	 	$0	 	$2,053
	54	 	 	 	9	 	SMF
    I	 	CVS
    Shelby	 	Thomas
    H. Kato	 	No	 	$12,809	 	$2,135	 	$572	 	$572	 	$0	 	$130	 	$0	 	$0	 	$0
	55	 	 	 	10	 	SMF
    I	 	Flamingo
    Retail	 	John
    Young and Andrew Sun	 	No	 	$10,603	 	$2,121	 	$3,398	 	$261	 	$0	 	$344	 	$0	 	$0	 	$1,292
	56	 	 	 	11	 	SMF
    I	 	Harrisonville
    Crossing	 	Elliot
    Michael Loboda	 	No	 	$38,630	 	$5,519	 	$2,144	 	$1,072	 	$0	 	$566	 	$0	 	$0	 	$3,772
	57	 	 	 	7N3HQ9	 	GSMC	 	Redan
    Cove Apartments	 	Richard
    E. James	 	No	 	$63,375	 	$7,042	 	$18,071	 	$2,008	 	$0	 	$3,100	 	$0	 	$0	 	$0
	58	 	 	 	 	 	CCRE	 	Moraga
    Plaza	 	Kirk
    Kuzmanic and Mark P. Esbensen	 	No	 	$14,167	 	$2,833	 	$959	 	$479	 	$0	 	$560	 	$30,000	 	$0	 	$1,600
	59	 	 	 	 	 	CCRE	 	CVS
    Jersey Shore	 	Marc
    Jacobowitz and Yerachmeal Jacobson	 	No	 	$0	 	$0	 	$2,063	 	$0	 	$0	 	$169	 	$0	 	$0	 	$0
	60	 	25	 	MC0028BA7	 	MC-FiveMile	 	Lakewood
    Galleria	 	US
    Property Trust South America LLC	 	No	 	$31,882	 	$7,970	 	$14,248	 	$1,425	 	$0	 	$317	 	$0	 	$56,500	 	$2,083
	61	 	 	 	 	 	CCRE	 	Shoppes
    of Old Peachtree	 	Won
    Kee Chon	 	No	 	$34,750	 	$3,475	 	$2,583	 	$517	 	$0	 	$268	 	$0	 	$0	 	$1,338
	62	 	 	 	12	 	SMF
    I	 	Millennium
    Business Center	 	William
    Ziegler and John Walsh	 	No	 	$63,130	 	$7,710	 	$10,276	 	$1,841	 	$0	 	$2,207	 	$100,000	 	$50,000	 	$0
	63	 	26	 	MC0026E26	 	MC-FiveMile	 	Lakewood
    Village	 	Paul
    Howard	 	No	 	$4,182	 	$597	 	$2,353	 	$1,177	 	$17,200	 	$513	 	$0	 	$0	 	$0


 



    	 



    	 



    




	GSMS 2015-GC32	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	TI/LC
    Caps ($)	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)	 	Ongoing
    Other Reserve ($)	 	Other
    Reserve Description	 	Grace
    Period- Default
	1	 	1,
    2	 	8625	 	CGMRC	 	Ascentia
    MHC Portfolio	 	$0	 	$0	 	$0	 	$775,343	 	$0	 	$0	 	$0	 	$3,000	 	$0	 	Capped
    Well Work Reserve	 	0
	1.01	 	 	 	10484	 	CGMRC	 	Eagle
    River	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	CGMRC	 	Foxridge
    Farm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	CGMRC	 	River
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	CGMRC	 	West
    Winds	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	CGMRC	 	Skyline
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	CGMRC	 	Gaslight
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	CGMRC	 	Dream
    Island	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	CGMRC	 	Valley
    Ridge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	CGMRC	 	Western
    Hills	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	CGMRC	 	Lake
    Fork	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	CGMRC	 	Aloha
    Vegas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	CGMRC	 	Kingswood
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	CGMRC	 	Country
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	CGMRC	 	Woodlawn
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	CGMRC	 	Buckingham
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	CGMRC	 	Woodview	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	CGMRC	 	West
    Park Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	CGMRC	 	Valle
    Grande	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	CGMRC	 	Riviera
    de Sandia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	CGMRC	 	Cedar
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	CGMRC	 	Rancho
    Bridger	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	CGMRC	 	Sheltered
    Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	CGMRC	 	Vals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	CGMRC	 	Countryside
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	CGMRC	 	W
    bar K	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	CGMRC	 	Trails
    End	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	CGMRC	 	Windgate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	CGMRC	 	Golden
    Eagle	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	CGMRC	 	Mountain
    Springs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	CGMRC	 	North
    Breeze	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	CGMRC	 	Sugar
    Creek	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	CGMRC	 	Hillside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	GSMC	 	Fig
    Garden Village	 	$150,751	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$669,305	 	$0	 	Unfunded
    Obligations Reserve	 	0
	3	 	 	 	7NBS30	 	GSMC	 	Bassett
    Place	 	$600,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$7,770,861	 	$0	 	Unfunded
    Obligations Reserve	 	0
	4	 	 	 	7NQDM1	 	GSMC	 	JW
    Marriott Cherry Creek	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$31,362	 	$5,227	 	Space
    Rent Reserve	 	3
    days grace, once per trailing 12-month period
	5	 	3	 	7N6445	 	GSMC	 	Dallas
    Market Center	 	$1,500,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	5
    days grace, one time only
	6	 	4,
    5	 	10040	 	CGMRC	 	Kaiser
    Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$5,706,695	 	$0	 	Unfunded
    Obligations Reserve	 	0
	7	 	6	 	10321	 	CGMRC	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	$0	 	$0	 	$0	 	$111,865	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	8	 	7	 	7N3GS6	 	GSMC	 	Doubletree
    Tallahassee	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$1,000,000	 	$0	 	Capital
    Improvement Reserve	 	0
	9	 	8,
    9	 	7941	 	CGMRC	 	US
    StorageMart Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	9.01	 	 	 	7941-1	 	CGMRC	 	50
    Wallabout Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	CGMRC	 	250
    Flanagan Way	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	CGMRC	 	6700
    River Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	CGMRC	 	1015
    North Halsted Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	CGMRC	 	7536
    Wornall Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	CGMRC	 	640
    Southwest 2nd Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	CGMRC	 	4920
    Northwest 7th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	CGMRC	 	9925
    Southwest 40th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	CGMRC	 	9220
    West 135th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	CGMRC	 	980
    4th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	CGMRC	 	405
    South Federal Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	CGMRC	 	11001
    Excelsior Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	CGMRC	 	11325
    Lee Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	CGMRC	 	2021
    Griffin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	CGMRC	 	400
    West Olmos Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	CGMRC	 	14151
    Wyandotte Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	CGMRC	 	5979
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	CGMRC	 	115
    Park Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	CGMRC	 	3500
    Southwest 160th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	CGMRC	 	2445
    Crain Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	CGMRC	 	100
    West North Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	CGMRC	 	2727
    Shermer Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	CGMRC	 	15201
    Antioch Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	CGMRC	 	2450
    Mandela Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	CGMRC	 	184-02
    Jamaica Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	CGMRC	 	9012
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	CGMRC	 	16101
    West 95th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	CGMRC	 	3100
    North Mannheim	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	CGMRC	 	9580
    Potranco Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	CGMRC	 	18025
    Monterey Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	CGMRC	 	9N
    004 Route 59	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	CGMRC	 	5115
    Clayton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	CGMRC	 	9702
    West 67th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	CGMRC	 	794
    Scenic Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	CGMRC	 	12430
    Bandera Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	CGMRC	 	4000
    South Providence Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	CGMRC	 	2743
    San Pablo Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	CGMRC	 	819
    North Eola Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	CGMRC	 	2506
    West Worley Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	CGMRC	 	15601
    FM 1325	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	CGMRC	 	10700
    West 159th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	CGMRC	 	2403
    Rangeline Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	CGMRC	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	CGMRC	 	2277
    Walters Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	CGMRC	 	1575
    Thousand Oaks Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	CGMRC	 	7460
    Frontage Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	CGMRC	 	6401
    Third Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	CGMRC	 	2816
    Eaton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	CGMRC	 	3985
    Atlanta Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	CGMRC	 	11510
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	CGMRC	 	750
    Winchester Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	CGMRC	 	3401
    Broadway Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	CGMRC	 	1720
    Grand Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	CGMRC	 	1310
    South Enterprise Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	CGMRC	 	2420
    St Mary’s Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	CGMRC	 	3500
    I-70 Drive Southeast	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	CGMRC	 	195
    Southwest Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	CGMRC	 	8900
    Northwest Prairie View Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	CGMRC	 	1601
    Twilight Trail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	CGMRC	 	1515
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	CGMRC	 	1891
    North Columbia Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	CGMRC	 	1200
    US #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	CGMRC	 	251
    Collins Industrial Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	CGMRC	 	2310
    Paris Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	CGMRC	 	1820
    West Business Loop 70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	CGMRC	 	1723
    East Florida	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	10	 	7NA2C0	 	GSMC	 	Selig
    Office Portfolio	 	$0	 	$0	 	$0	 	$337,524	 	$0	 	$0	 	$0	 	$7,278,662	 	$0	 	Unexecuted
    Lease Holdback ($3,900,807); Unfunded Obligations ($3,377,855)	 	0
	10.01	 	 	 	7N3GS6-1	 	GSMC	 	1000
    Second Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	GSMC	 	2901
    Third Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	GSMC	 	3101
    Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	GSMC	 	300
    Elliott Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	GSMC	 	3131
    Elliott Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	GSMC	 	2615
    Fourth Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	GSMC	 	190
    Queen Anne Avenue North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	GSMC	 	200
    First Avenue West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	GSMC	 	18
    West Mercer Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	11,
    12, 13	 	8472	 	CGMRC	 	Alderwood
    Mall	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	2
    days grace, once per trailing 12-month period
	12	 	 	 	1	 	SMF
    I	 	Sysmex
    Way	 	$0	 	$0	 	$0	 	$33,625	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	13	 	14	 	8558	 	CGMRC	 	Cypress
    Retail Center	 	$170,000	 	$0	 	$0	 	$7,500	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	14	 	 	 	7NJHF8	 	GSMC	 	Court
    at Deptford II	 	$270,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$2,950,000	 	$0	 	Old
    Navy Holdback ($2,250,000); Unfunded Obligations ($700,000)	 	0
	15	 	 	 	 	 	CCRE	 	ART
    Multi-State Portfolio II	 	$0	 	$0	 	$0	 	$125,488	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	15.01	 	 	 	 	 	CCRE	 	Annhurst	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	CCRE	 	Applegate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	CCRE	 	Heron
    Pointe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	CCRE	 	Meadowood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	CCRE	 	Ridgewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	CCRE	 	Heathmoore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	15	 	2	 	SMF
    I	 	Freshwater
    Commons	 	$276,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$970,000	 	$0	 	Goodwill
    Reserve ($925,000); DaVita TI Reserve ($45,000)	 	0
	17	 	 	 	7NJCU0	 	GSMC	 	Eddystone
    Crossing Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	18	 	 	 	MC0027F07	 	MC-FiveMile	 	Skyline
    Property Portfolio	 	$650,000	 	$0	 	$0	 	$169,881	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	MC-FiveMile	 	Heartland
    Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	MC-FiveMile	 	Park
    52	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	MC-FiveMile	 	Andrade
    Business Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	MC-FiveMile	 	Fairview
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	MC-FiveMile	 	Elmwood
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	MC-FiveMile	 	White
    River Landing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	MC-FiveMile	 	Holiday
    Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	MC-FiveMile	 	Whiteland
    Retail Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	MC-FiveMile	 	Franklin
    Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	16,
    17, 18	 	3	 	SMF
    I	 	Hampton
    Inn Idaho Falls Airport	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$179,467	 	$31,750	 	PIP
    Reserve ($92,371); Seasonality Reserve ($63,500); Ground Lease Reserve ($23,596)	 	0
	20	 	16,
    17, 19	 	4	 	SMF
    I	 	La
    Quinta Inn & Suites Idaho Falls	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$384,732	 	$14,000	 	PIP
    Reserve ($356,732); Seasonality Reserve ($28,000)	 	0
	21	 	 	 	 	 	CCRE	 	Rio
    Linda Shopping Center	 	$173,430	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	22	 	 	 	MC00257F7	 	MC-FiveMile	 	Chicago
    Multifamily Portfolio	 	$0	 	$0	 	$0	 	$33,988	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	MC-FiveMile	 	5334-5362
    West Madison Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	MC-FiveMile	 	5300
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	MC-FiveMile	 	1115-27
    East 81st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	MC-FiveMile	 	5248
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	MC-FiveMile	 	4900-4910
    West Jackson Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	MC-FiveMile	 	130-136
    North Leamington Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	MC-FiveMile	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	MC-FiveMile	 	8231-8239
    South Ingleside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	MC-FiveMile	 	3101
    W. Lexington Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	MC-FiveMile	 	8200
    South Exchange Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	GSMC	 	Palomar
    Point	 	$400,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	24	 	20	 	 	 	CCRE	 	Huntsville
    Portfolio	 	$0	 	$97,896	 	$0	 	$127,482	 	$0	 	$0	 	$0	 	$1,625	 	$0	 	Free
    Rent Holdback 	 	0
	24.01	 	 	 	 	 	CCRE	 	Paramount
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	CCRE	 	Memorial
    Plaza 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	CCRE	 	Creekside
    Corners	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	CCRE	 	Greensboro
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	CCRE	 	Exchange
    Place 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	CGMRC	 	Shops
    at 69th Street	 	$0	 	$0	 	$0	 	$11,250	 	$0	 	$100,000	 	$0	 	$0	 	$0	 	 	 	0
	26	 	 	 	10343	 	CGMRC	 	College
    Grove	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	27	 	21	 	 	 	CCRE	 	Brook
    Run Shopping Center	 	$300,000	 	$0	 	$0	 	$223,866	 	$0	 	$0	 	$0	 	$250,000	 	$0	 	Anchor
    Lease Rollover Reserve	 	0
	28	 	 	 	 	 	CCRE	 	Southeast
    Plaza	 	$0	 	$0	 	$0	 	$71,796	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	29	 	 	 	7N3GE7	 	GSMC	 	Myrtle
    Beach Self Storage Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	30	 	 	 	MC00248C6	 	MC-FiveMile	 	Birney
    Portfolio - Galleria Oaks	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	31	 	22	 	 	 	CCRE	 	Holiday
    Inn Bolingbrook	 	$0	 	$0	 	$0	 	$10,100	 	$0	 	$0	 	$0	 	$2,242,670	 	$20,750	 	PIP
    Reserve ($2,221,920); Seasonality Reserve ($20,750)	 	0
	32	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I & II	 	$0	 	$0	 	$0	 	$40,335	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	32.01	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	23	 	 	 	CCRE	 	Maplewood
    Mixed Use	 	$275,000	 	$0	 	$0	 	$26,125	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	33.01	 	 	 	 	 	CCRE	 	4654
    Maryland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	CCRE	 	401
    North Euclid	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	CCRE	 	7370
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	CCRE	 	7350
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	CCRE	 	7344
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	CCRE	 	4229
    Manchester	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	MC-FiveMile	 	520
    West Avenue	 	$70,498	 	$0	 	$0	 	$5,500	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	35	 	 	 	MC00296F0	 	MC-FiveMile	 	Conlon
    MHC Portfolio 3	 	$0	 	$0	 	$0	 	$102,063	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	35.01	 	 	 	MC00296F0
    - MC0029892	 	MC-FiveMile	 	All
    Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	MC-FiveMile	 	Orion
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	MC-FiveMile	 	Oakland
    Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	MC-FiveMile	 	Princeton
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	SMF
    I	 	Pangea
    11 	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	36.01	 	 	 	5.07	 	SMF
    I	 	13905-13957
    South Clark Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	SMF
    I	 	1101
    North Lawler Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	SMF
    I	 	7800
    South Jeffery Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	SMF
    I	 	7701
    South Yates Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	SMF
    I	 	9040
    South Bishop Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	SMF
    I	 	7949
    South Ellis Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	SMF
    I	 	14138
    South School Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	SMF
    I	 	6200
    South Rockwell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	SMF
    I	 	7055
    South St. Lawrence Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	SMF
    I	 	5402
    West Rice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	SMF
    I	 	7056
    South Eberhart Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	SMF
    I	 	204
    West 138th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	SMF
    I	 	7956
    South Burnham Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	SMF
    I	 	9100
    South Dauphin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	SMF
    I	 	8208
    South Drexel Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	SMF
    I	 	8640
    South Ingleside Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CCRE	 	CSRA
    Food Lion Portfolio I	 	$0	 	$0	 	$0	 	$0	 	$0	 	$50,000	 	$0	 	$800,154	 	$0	 	Outstanding
    TI Reserve	 	0
	37.01	 	 	 	 	 	CCRE	 	West
    Pointe Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	CCRE	 	Kris
    Krossing Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	CCRE	 	College
    Lakes Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CCRE	 	Four
    Points Sheraton Columbus Airport	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$50,000	 	$0	 	Seasonality
    Reserve	 	0
	39	 	 	 	8328	 	CGMRC	 	Torrey
    Place Apartments	 	$0	 	$0	 	$0	 	$51,250	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	40	 	 	 	8613	 	CGMRC	 	Amsdell
    FL/NJ Self Storage Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$150,000	 	$0	 	Economic
    Holdback	 	0
	40.01	 	 	 	8613-2	 	CGMRC	 	Compass
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	CGMRC	 	Access
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	CCRE	 	Midwest
    Retail Portfolio	 	$0	 	$0	 	$0	 	$6,594	 	$0	 	$0	 	$0	 	$130,000	 	$0	 	Noodles
    & Company TI Reserve	 	0
	41.01	 	 	 	 	 	CCRE	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	CCRE	 	Destination
    XL - Evergreen Park, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	CCRE	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	CGMRC	 	Holiday
    Inn Express & Suites - Sherman TX	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$815,200	 	$0	 	PIP
    Reserve	 	0
	43	 	24	 	6	 	SMF
    I	 	River
    Pointe Shopping Center	 	$300,000	 	$0	 	$0	 	$136,800	 	$0	 	$0	 	$0	 	$725,030	 	$0	 	Children’s
    Healthcare TI/LC Reserve ($465,680); Children’s Healthcare Rent Reserve ($259,350)	 	0
	44	 	 	 	7N1ZN0	 	GSMC	 	Hunters
    Point Apartments	 	$0	 	$0	 	$0	 	$44,845	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	45	 	 	 	7ND2J9	 	GSMC	 	Crown
    Meadows	 	$210,928	 	$0	 	$0	 	$234,076	 	$0	 	$45,040	 	$0	 	$0	 	$0	 	 	 	0
	46	 	 	 	7	 	SMF
    I	 	Cross
    Creek Medical Office	 	$150,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$162,461	 	$0	 	Documentation
    Reserve	 	0
	47	 	 	 	7NCUQ4	 	GSMC	 	ExtraSpace
    Colfax and Harlan	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	48	 	 	 	7NMIB9	 	GSMC	 	FedEx
    Regional Distribution Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	49	 	 	 	7NKX18	 	GSMC	 	Forest
    Gate Shopping Center	 	$94,104	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	50	 	 	 	8	 	SMF
    I	 	Rite
    Aid Cedar Springs, MI	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	51	 	 	 	 	 	CCRE	 	Delray
    Pointe	 	$0	 	$0	 	$0	 	$125	 	$0	 	$0	 	$0	 	$47,277	 	$0	 	Free
    Rent Reserve ($32,744); Tenant Holdback Reserve ($14,533)	 	0
	52	 	 	 	8408	 	CGMRC	 	24
    Simon Street	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	53	 	 	 	MC0027FB3	 	MC-FiveMile	 	Binford
    Shoppes 	 	$100,000	 	$0	 	$0	 	$625	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	54	 	 	 	9	 	SMF
    I	 	CVS
    Shelby	 	$0	 	$0	 	$0	 	$14,125	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	55	 	 	 	10	 	SMF
    I	 	Flamingo
    Retail	 	$62,016	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	56	 	 	 	11	 	SMF
    I	 	Harrisonville
    Crossing	 	$40,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	57	 	 	 	7N3HQ9	 	GSMC	 	Redan
    Cove Apartments	 	$0	 	$0	 	$0	 	$7,700	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	58	 	 	 	 	 	CCRE	 	Moraga
    Plaza	 	$150,000	 	$0	 	$0	 	$2,500	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	59	 	 	 	 	 	CCRE	 	CVS
    Jersey Shore	 	$0	 	$0	 	$0	 	$2,500	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	60	 	25	 	MC0028BA7	 	MC-FiveMile	 	Lakewood
    Galleria	 	$75,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$77,500	 	$0	 	Ground
    Lease Reserve	 	0
	61	 	 	 	 	 	CCRE	 	Shoppes
    of Old Peachtree	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	62	 	 	 	12	 	SMF
    I	 	Millennium
    Business Center	 	$50,000	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	63	 	26	 	MC0026E26	 	MC-FiveMile	 	Lakewood
    Village	 	$0	 	$0	 	$0	 	$22,500	 	$0	 	$0	 	$0	 	$30,000	 	$0	 	Seasonality
    Reserve	 	0


 



    	 



    	 



    




	GSMS 2015-GC32		 	 	 	 	 	 	Environmental
    Insurance Required (Y/N)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Grace
    Period- Late Fee	 	Residual
    Value Insurance 	 	Lease
    Enhancement Insurance 	 	Environmental
    Insurance 	 	O&M
    Required 	 	Cash
    Management	 	Lockbox	 	 Units,
    Pads, Rooms, Sq Ft, Beds 	 	Unit
    Description	 	Monthly
    Debt Service ($) (1)	 	Interest
    Accrual Method	 	Administrative
    Fee Rate (%) (2)	 	Ground
    Lease Y/N	 	Overlapping
    Fee Interest?
	1	 	1,
    2	 	8625	 	CGMRC	 	Ascentia
    MHC Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Springing	 	                4,965
    	 	Pads	 	$502,239	 	Actual/360	 	0.01071%	 	 	 	 
	1.01	 	 	 	10484	 	CGMRC	 	Eagle
    River	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  381
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.02	 	 	 	10485	 	CGMRC	 	Foxridge
    Farm	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  481
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.03	 	 	 	10494	 	CGMRC	 	River
    Valley	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  210
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.04	 	 	 	10505	 	CGMRC	 	West
    Winds	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                  295
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.05	 	 	 	10497	 	CGMRC	 	Skyline
    Village	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  304
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.06	 	 	 	10486	 	CGMRC	 	Gaslight
    Village	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  437
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.07	 	 	 	10483	 	CGMRC	 	Dream
    Island	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    86
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.08	 	 	 	10501	 	CGMRC	 	Valley
    Ridge	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                  308
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.09	 	 	 	10506	 	CGMRC	 	Western
    Hills	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  143
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.10	 	 	 	10490	 	CGMRC	 	Lake
    Fork	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  151
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.11	 	 	 	10478	 	CGMRC	 	Aloha
    Vegas	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  213
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.12	 	 	 	10489	 	CGMRC	 	Kingswood
    Estates	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  213
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.13	 	 	 	10481	 	CGMRC	 	Country
    Oaks	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  131
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.14	 	 	 	10508	 	CGMRC	 	Woodlawn
    Estates	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  258
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.15	 	 	 	10479	 	CGMRC	 	Buckingham
    Village	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                  127
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.16	 	 	 	10509	 	CGMRC	 	Woodview	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    71
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.17	 	 	 	10504	 	CGMRC	 	West
    Park Plaza	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  227
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.18	 	 	 	10500	 	CGMRC	 	Valle
    Grande	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    71
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.19	 	 	 	10495	 	CGMRC	 	Riviera
    de Sandia	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    80
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.20	 	 	 	10480	 	CGMRC	 	Cedar
    Village	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    43
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.21	 	 	 	10493	 	CGMRC	 	Rancho
    Bridger	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    75
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.22	 	 	 	10496	 	CGMRC	 	Sheltered
    Valley	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    55
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.23	 	 	 	10502	 	CGMRC	 	Vals	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    90
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.24	 	 	 	10482	 	CGMRC	 	Countryside
    Estates	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  164
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.25	 	 	 	10503	 	CGMRC	 	W
    bar K	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    51
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.26	 	 	 	10499	 	CGMRC	 	Trails
    End	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    62
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.27	 	 	 	10507	 	CGMRC	 	Windgate	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    55
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.28	 	 	 	10487	 	CGMRC	 	Golden
    Eagle	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    51
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.29	 	 	 	10491	 	CGMRC	 	Mountain
    Springs	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    40
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.30	 	 	 	10492	 	CGMRC	 	North
    Breeze	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    36
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.31	 	 	 	10498	 	CGMRC	 	Sugar
    Creek	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    33
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	1.32	 	 	 	10488	 	CGMRC	 	Hillside	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    23
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	2	 	 	 	7NQ4Q2	 	GSMC	 	Fig
    Garden Village	 	0	 	NAP	 	NAP	 	Yes	 	None	 	Springing	 	Hard	 	            301,501
    	 	SF	 	$360,063	 	Actual/360	 	0.01071%	 	No	 	No
	3	 	 	 	7NBS30	 	GSMC	 	Bassett
    Place	 	0	 	NAP	 	NAP	 	No	 	ACM	 	In
    Place	 	Hard	 	            595,412
    	 	SF	 	$327,940	 	Actual/360	 	0.02071%	 	No	 	No
	4	 	 	 	7NQDM1	 	GSMC	 	JW
    Marriott Cherry Creek	 	3
    days grace, once per trailing 12-month period	 	NAP	 	NAP	 	No	 	None	 	In
    Place	 	Hard	 	                  196
    	 	Rooms	 	$322,736	 	Actual/360	 	0.01071%	 	No	 	No
	5	 	3	 	7N6445	 	GSMC	 	Dallas
    Market Center	 	5
    days grace, one time only	 	NAP	 	NAP	 	No	 	ACM	 	In
    Place	 	Hard	 	         3,101,772
    	 	SF	 	$275,340	 	Actual/360	 	0.01571%	 	No	 	Yes
	6	 	4,
    5	 	10040	 	CGMRC	 	Kaiser
    Center	 	0	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	Springing	 	Hard	 	            811,005
    	 	SF	 	$250,085	 	Actual/360	 	0.01071%	 	No	 	No
	7	 	6	 	10321	 	CGMRC	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Hard	 	                  175
    	 	Rooms	 	$149,344	 	Actual/360	 	0.01071%	 	No	 	No
	8	 	7	 	7N3GS6	 	GSMC	 	Doubletree
    Tallahassee	 	0	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	Springing	 	Springing	 	                  243
    	 	Rooms	 	$134,745	 	Actual/360	 	0.02821%	 	No	 	No
	9	 	8,
    9	 	7941	 	CGMRC	 	US
    StorageMart Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Hard	 	         4,519,664
    	 	SF	 	$80,221	 	Actual/360	 	0.01321%	 	 	 	 
	9.01	 	 	 	7941-1	 	CGMRC	 	50
    Wallabout Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              87,513
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.02	 	 	 	7941-2	 	CGMRC	 	250
    Flanagan Way	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              94,971
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.03	 	 	 	7941-3	 	CGMRC	 	6700
    River Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              82,023
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.04	 	 	 	7941-4	 	CGMRC	 	1015
    North Halsted Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              99,615
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.05	 	 	 	7941-5	 	CGMRC	 	7536
    Wornall Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              86,390
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.06	 	 	 	7941-6	 	CGMRC	 	640
    Southwest 2nd Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              45,922
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.07	 	 	 	7941-7	 	CGMRC	 	4920
    Northwest 7th Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              81,195
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.08	 	 	 	7941-8	 	CGMRC	 	9925
    Southwest 40th Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              92,015
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.09	 	 	 	7941-9	 	CGMRC	 	9220
    West 135th Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              98,800
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.10	 	 	 	7941-10	 	CGMRC	 	980
    4th Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              39,949
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.11	 	 	 	7941-11	 	CGMRC	 	405
    South Federal Highway	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            111,125
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.12	 	 	 	7941-12	 	CGMRC	 	11001
    Excelsior Boulevard	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	            162,995
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.13	 	 	 	7941-13	 	CGMRC	 	11325
    Lee Highway	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              44,418
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.14	 	 	 	7941-14	 	CGMRC	 	2021
    Griffin Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              99,519
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.15	 	 	 	7941-15	 	CGMRC	 	400
    West Olmos Drive	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              71,225
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.16	 	 	 	7941-16	 	CGMRC	 	14151
    Wyandotte Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              87,028
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.17	 	 	 	7941-17	 	CGMRC	 	5979
    Butterfield Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            107,220
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.18	 	 	 	7941-18	 	CGMRC	 	115
    Park Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              80,923
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.19	 	 	 	7941-19	 	CGMRC	 	3500
    Southwest 160th Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              84,248
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.20	 	 	 	7941-20	 	CGMRC	 	2445
    Crain Highway	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              65,246
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.21	 	 	 	7941-21	 	CGMRC	 	100
    West North Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              81,166
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.22	 	 	 	7941-22	 	CGMRC	 	2727
    Shermer Road	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              89,302
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.23	 	 	 	7941-23	 	CGMRC	 	15201
    Antioch Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              88,650
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.24	 	 	 	7941-24	 	CGMRC	 	2450
    Mandela Parkway	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              47,361
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.25	 	 	 	7941-25	 	CGMRC	 	184-02
    Jamaica Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              41,072
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.26	 	 	 	7941-26	 	CGMRC	 	9012
    Northwest Prairie View Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              91,535
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.27	 	 	 	7941-27	 	CGMRC	 	16101
    West 95th Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              81,710
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.28	 	 	 	7941-28	 	CGMRC	 	3100
    North Mannheim	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              90,571
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.29	 	 	 	7941-29	 	CGMRC	 	9580
    Potranco Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              69,778
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.30	 	 	 	7941-30	 	CGMRC	 	18025
    Monterey Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              48,564
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.31	 	 	 	7941-31	 	CGMRC	 	9N
    004 Route 59	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              92,350
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.32	 	 	 	7941-32	 	CGMRC	 	5115
    Clayton Road	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              48,120
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.33	 	 	 	7941-33	 	CGMRC	 	9702
    West 67th Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              75,220
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.34	 	 	 	7941-34	 	CGMRC	 	794
    Scenic Highway	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              75,320
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.35	 	 	 	7941-35	 	CGMRC	 	12430
    Bandera Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              69,275
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.36	 	 	 	7941-36	 	CGMRC	 	4000
    South Providence Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              70,949
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.37	 	 	 	7941-37	 	CGMRC	 	2743
    San Pablo Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              51,764
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.38	 	 	 	7941-38	 	CGMRC	 	819
    North Eola Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              69,450
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.39	 	 	 	7941-39	 	CGMRC	 	2506
    West Worley Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              77,100
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.40	 	 	 	7941-40	 	CGMRC	 	15601
    FM 1325	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              74,975
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.41	 	 	 	7941-41	 	CGMRC	 	10700
    West 159th Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              53,758
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.42	 	 	 	7941-42	 	CGMRC	 	2403
    Rangeline Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            141,775
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.43	 	 	 	7941-43	 	CGMRC	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              53,175
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.44	 	 	 	7941-44	 	CGMRC	 	2277
    Walters Road	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              57,475
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.45	 	 	 	7941-45	 	CGMRC	 	1575
    Thousand Oaks Drive	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              59,650
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.46	 	 	 	7941-46	 	CGMRC	 	7460
    Frontage Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              66,115
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.47	 	 	 	7941-47	 	CGMRC	 	6401
    Third Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              29,550
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.48	 	 	 	7941-48	 	CGMRC	 	2816
    Eaton Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              61,995
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.49	 	 	 	7941-49	 	CGMRC	 	3985
    Atlanta Highway	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              64,085
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.50	 	 	 	7941-50	 	CGMRC	 	11510
    North Main Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              76,085
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.51	 	 	 	7941-51	 	CGMRC	 	750
    Winchester Road	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              55,000
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.52	 	 	 	7941-52	 	CGMRC	 	3401
    Broadway Boulevard	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              41,608
    	 	SF	 	 	 	 	 	 	 	Yes	 	No
	9.53	 	 	 	7941-53	 	CGMRC	 	1720
    Grand Boulevard	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              46,307
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.54	 	 	 	7941-54	 	CGMRC	 	1310
    South Enterprise Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              63,325
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.55	 	 	 	7941-55	 	CGMRC	 	2420
    St Mary’s Boulevard	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              58,075
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.56	 	 	 	7941-56	 	CGMRC	 	3500
    I-70 Drive Southeast	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              42,483
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.57	 	 	 	7941-57	 	CGMRC	 	195
    Southwest Boulevard	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              28,510
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.58	 	 	 	7941-58	 	CGMRC	 	8900
    Northwest Prairie View Road	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              43,765
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.59	 	 	 	7941-59	 	CGMRC	 	1601
    Twilight Trail	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              54,250
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.60	 	 	 	7941-60	 	CGMRC	 	1515
    Church Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              63,280
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.61	 	 	 	7941-61	 	CGMRC	 	1891
    North Columbia Street	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              50,900
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.62	 	 	 	7941-62	 	CGMRC	 	1200
    US #1	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              15,389
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.63	 	 	 	7941-63	 	CGMRC	 	251
    Collins Industrial Boulevard	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              45,150
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.64	 	 	 	7941-64	 	CGMRC	 	2310
    Paris Road	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              36,854
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.65	 	 	 	7941-65	 	CGMRC	 	1820
    West Business Loop 70	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              21,700
    	 	SF	 	 	 	 	 	 	 	No	 	No
	9.66	 	 	 	7941-66	 	CGMRC	 	1723
    East Florida	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              32,834
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10	 	10	 	7NA2C0	 	GSMC	 	Selig
    Office Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	In
    Place	 	Hard	 	         1,631,457
    	 	SF	 	$82,558	 	Actual/360	 	0.01071%	 	 	 	 
	10.01	 	 	 	7N3GS6-1	 	GSMC	 	1000
    Second Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            447,792
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.02	 	 	 	7N3GS6-2	 	GSMC	 	2901
    Third Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            269,862
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.03	 	 	 	7N3GS6-3	 	GSMC	 	3101
    Western Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            187,035
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.04	 	 	 	7N3GS6-4	 	GSMC	 	300
    Elliott Avenue West	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            226,159
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.05	 	 	 	7N3GS6-5	 	GSMC	 	3131
    Elliott Avenue	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	            189,849
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.06	 	 	 	7N3GS6-6	 	GSMC	 	2615
    Fourth Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	            124,276
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.07	 	 	 	7N3GS6-7	 	GSMC	 	190
    Queen Anne Avenue North	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              84,582
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.08	 	 	 	7N3GS6-8	 	GSMC	 	200
    First Avenue West	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              66,470
    	 	SF	 	 	 	 	 	 	 	No	 	No
	10.09	 	 	 	7N3GS6-9	 	GSMC	 	18
    West Mercer Street	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              35,432
    	 	SF	 	 	 	 	 	 	 	No	 	No
	11	 	11,
    12, 13	 	8472	 	CGMRC	 	Alderwood
    Mall	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Hard	 	            575,704
    	 	SF	 	$130,829	 	Actual/360	 	0.01321%	 	No	 	No
	12	 	 	 	1	 	SMF
    I	 	Sysmex
    Way	 	0	 	NAP	 	NAP	 	No	 	None	 	In
    Place	 	Hard	 	            140,000
    	 	SF	 	$123,767	 	Actual/360	 	0.01071%	 	No	 	No
	13	 	14	 	8558	 	CGMRC	 	Cypress
    Retail Center	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Hard	 	              74,289
    	 	SF	 	$107,624	 	Actual/360	 	0.01071%	 	No	 	No
	14	 	 	 	7NJHF8	 	GSMC	 	Court
    at Deptford II	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	            141,822
    	 	SF	 	$112,542	 	Actual/360	 	0.01071%	 	Yes	 	No
	15	 	 	 	 	 	CCRE	 	ART
    Multi-State Portfolio II	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Soft	 	                  517
    	 	 	 	$108,666	 	Actual/360	 	0.03071%	 	 	 	 
	15.01	 	 	 	 	 	CCRE	 	Annhurst	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    97
    	 	Units	 	 	 	 	 	 	 	No	 	No
	15.02	 	 	 	 	 	CCRE	 	Applegate	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                  132
    	 	Units	 	 	 	 	 	 	 	No	 	No
	15.03	 	 	 	 	 	CCRE	 	Heron
    Pointe	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    98
    	 	Units	 	 	 	 	 	 	 	No	 	No
	15.04	 	 	 	 	 	CCRE	 	Meadowood	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    67
    	 	Units	 	 	 	 	 	 	 	No	 	No
	15.05	 	 	 	 	 	CCRE	 	Ridgewood	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    61
    	 	Units	 	 	 	 	 	 	 	No	 	No
	15.06	 	 	 	 	 	CCRE	 	Heathmoore	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                    62
    	 	Units	 	 	 	 	 	 	 	No	 	No
	16	 	15	 	2	 	SMF
    I	 	Freshwater
    Commons	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Hard	 	            130,953
    	 	SF	 	$98,485	 	Actual/360	 	0.01071%	 	No	 	No
	17	 	 	 	7NJCU0	 	GSMC	 	Eddystone
    Crossing Shopping Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              95,930
    	 	SF	 	$89,292	 	Actual/360	 	0.01071%	 	No	 	No
	18	 	 	 	MC0027F07	 	MC-FiveMile	 	Skyline
    Property Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Springing	 	            284,737
    	 	SF	 	$83,821	 	Actual/360	 	0.01071%	 	 	 	 
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	MC-FiveMile	 	Heartland
    Village Shopping Center	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              40,219
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	MC-FiveMile	 	Park
    52	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              57,600
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	MC-FiveMile	 	Andrade
    Business Park	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              45,000
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	MC-FiveMile	 	Fairview
    Corners	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              16,000
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	MC-FiveMile	 	Elmwood
    Tech	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              28,901
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	MC-FiveMile	 	White
    River Landing	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              14,000
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	MC-FiveMile	 	Holiday
    Center	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              58,845
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	MC-FiveMile	 	Whiteland
    Retail Center	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              19,372
    	 	SF	 	 	 	 	 	 	 	No	 	No
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	MC-FiveMile	 	Franklin
    Shoppes	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                4,800
    	 	SF	 	 	 	 	 	 	 	No	 	No
	19	 	16,
    17, 18	 	3	 	SMF
    I	 	Hampton
    Inn Idaho Falls Airport	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	                  127
    	 	Rooms	 	$46,001	 	Actual/360	 	0.05821%	 	Yes	 	No
	20	 	16,
    17, 19	 	4	 	SMF
    I	 	La
    Quinta Inn & Suites Idaho Falls	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	                    84
    	 	Rooms	 	$31,144	 	Actual/360	 	0.05821%	 	No	 	No
	21	 	 	 	 	 	CCRE	 	Rio
    Linda Shopping Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              77,080
    	 	SF	 	$67,203	 	Actual/360	 	0.03071%	 	No	 	No
	22	 	 	 	MC00257F7	 	MC-FiveMile	 	Chicago
    Multifamily Portfolio	 	0	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	Springing	 	Springing	 	                  262
    	 	Units	 	$69,781	 	Actual/360	 	0.01071%	 	 	 	 
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	MC-FiveMile	 	5334-5362
    West Madison Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    48
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.02	 	 	 	MC00257F7
    - MC0026880	 	MC-FiveMile	 	5300
    South Martin Luther King Junior Drive	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    25
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.03	 	 	 	MC00257F7
    - MC0026864	 	MC-FiveMile	 	1115-27
    East 81st Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    39
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.04	 	 	 	MC00257F7
    - MC0026856	 	MC-FiveMile	 	5248
    South Martin Luther King Junior Drive	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    27
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.05	 	 	 	MC00257F7
    - MC0026807	 	MC-FiveMile	 	4900-4910
    West Jackson Boulevard	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    29
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.06	 	 	 	MC00257F7
    - MC0026849	 	MC-FiveMile	 	130-136
    North Leamington Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    21
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.07	 	 	 	MC00257F7
    - MC0026898	 	MC-FiveMile	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    27
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.08	 	 	 	MC00257F7
    - MC0026823	 	MC-FiveMile	 	8231-8239
    South Ingleside	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    28
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	MC-FiveMile	 	3101
    W. Lexington Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                    10
    	 	Units	 	 	 	 	 	 	 	No	 	No
	22.10	 	 	 	MC00257F7
    - MC0026831	 	MC-FiveMile	 	8200
    South Exchange Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	 	 	 	 	                      8
    	 	Units	 	 	 	 	 	 	 	No	 	No
	23	 	 	 	7N2D85	 	GSMC	 	Palomar
    Point	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              84,121
    	 	SF	 	$61,357	 	Actual/360	 	0.05821%	 	No	 	No
	24	 	20	 	 	 	CCRE	 	Huntsville
    Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Hard	 	            153,875
    	 	SF	 	$65,323	 	Actual/360	 	0.03071%	 	 	 	 
	24.01	 	 	 	 	 	CCRE	 	Paramount
    Place	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              33,934
    	 	SF	 	 	 	 	 	 	 	No	 	No
	24.02	 	 	 	 	 	CCRE	 	Memorial
    Plaza 	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              53,219
    	 	SF	 	 	 	 	 	 	 	No	 	No
	24.03	 	 	 	 	 	CCRE	 	Creekside
    Corners	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              24,087
    	 	SF	 	 	 	 	 	 	 	No	 	No
	24.04	 	 	 	 	 	CCRE	 	Greensboro
    Plaza	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	              37,200
    	 	SF	 	 	 	 	 	 	 	No	 	No
	24.05	 	 	 	 	 	CCRE	 	Exchange
    Place 	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	                5,435
    	 	SF	 	 	 	 	 	 	 	No	 	No
	25	 	 	 	10189	 	CGMRC	 	Shops
    at 69th Street	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Hard	 	            128,860
    	 	SF	 	$57,942	 	Actual/360	 	0.01071%	 	No	 	No
	26	 	 	 	10343	 	CGMRC	 	College
    Grove	 	0	 	NAP	 	NAP	 	No	 	ACM,
    LBP	 	Springing	 	Springing	 	              51,910
    	 	SF	 	$52,643	 	Actual/360	 	0.01071%	 	No	 	No
	27	 	21	 	 	 	CCRE	 	Brook
    Run Shopping Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	            147,738
    	 	SF	 	$37,708	 	Actual/360	 	0.03071%	 	No	 	No
	28	 	 	 	 	 	CCRE	 	Southeast
    Plaza	 	0	 	NAP	 	NAP	 	Yes	 	ACM
    &  LBP	 	Springing	 	Hard	 	            129,700
    	 	SF	 	$55,186	 	Actual/360	 	0.03071%	 	No	 	No
	29	 	 	 	7N3GE7	 	GSMC	 	Myrtle
    Beach Self Storage Center	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	            137,377
    	 	SF	 	$52,607	 	Actual/360	 	0.01071%	 	No	 	No
	30	 	 	 	MC00248C6	 	MC-FiveMile	 	Birney
    Portfolio - Galleria Oaks	 	0	 	NAP	 	NAP	 	No	 	ACM
    & LBP	 	Springing	 	Springing	 	                  213
    	 	Units	 	$51,085	 	Actual/360	 	0.01071%	 	No	 	No
	31	 	22	 	 	 	CCRE	 	Holiday
    Inn Bolingbrook	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Hard	 	                  145
    	 	Rooms	 	$57,265	 	Actual/360	 	0.03071%	 	No	 	No
	32	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I & II	 	0	 	NAP	 	NAP	 	Yes	 	ACM
    &  LBP	 	Springing	 	Springing	 	            110,808
    	 	SF	 	$37,527	 	Actual/360	 	0.03071%	 	 	 	 
	32.01	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I	 	 	 	NAP	 	NAP	 	Yes	 	ACM
    &  LBP	 	 	 	 	 	              75,883
    	 	SF	 	 	 	 	 	 	 	Yes	 	No
	32.02	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village II	 	 	 	NAP	 	NAP	 	Yes	 	ACM
    &  LBP	 	 	 	 	 	              34,925
    	 	SF	 	 	 	 	 	 	 	Yes	 	No
	33	 	23	 	 	 	CCRE	 	Maplewood
    Mixed Use	 	0	 	NAP	 	NAP	 	Various	 	ACM
    &  LBP	 	Springing	 	Springing	 	              70,733
    	 	SF	 	$48,090	 	Actual/360	 	0.03071%	 	 	 	 
	33.01	 	 	 	 	 	CCRE	 	4654
    Maryland	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	              15,445
    	 	SF	 	 	 	 	 	 	 	No	 	No
	33.02	 	 	 	 	 	CCRE	 	401
    North Euclid	 	 	 	NAP	 	NAP	 	Yes	 	ACM
    &  LBP	 	 	 	 	 	              14,114
    	 	SF	 	 	 	 	 	 	 	No	 	No
	33.03	 	 	 	 	 	CCRE	 	7370
    Manchester	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	              15,633
    	 	SF	 	 	 	 	 	 	 	No	 	No
	33.04	 	 	 	 	 	CCRE	 	7350
    Manchester	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	              11,682
    	 	SF	 	 	 	 	 	 	 	No	 	No
	33.05	 	 	 	 	 	CCRE	 	7344
    Manchester	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	                7,410
    	 	SF	 	 	 	 	 	 	 	No	 	No
	33.06	 	 	 	 	 	CCRE	 	4229
    Manchester	 	 	 	NAP	 	NAP	 	No	 	ACM
    &  LBP	 	 	 	 	 	                6,449
    	 	SF	 	 	 	 	 	 	 	No	 	No
	34	 	 	 	MC0026E59	 	MC-FiveMile	 	520
    West Avenue	 	0	 	NAP	 	NAP	 	No	 	ACM
    and Moisture Management	 	Springing	 	Hard	 	              28,199
    	 	SF	 	$47,329	 	Actual/360	 	0.01071%	 	No	 	No
	35	 	 	 	MC00296F0	 	MC-FiveMile	 	Conlon
    MHC Portfolio 3	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	                  479
    	 	Pads	 	$45,682	 	Actual/360	 	0.01071%	 	 	 	 
	35.01	 	 	 	MC00296F0
    - MC0029892	 	MC-FiveMile	 	All
    Star	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  220
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	MC-FiveMile	 	Orion
    Oaks	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                  100
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	MC-FiveMile	 	Oakland
    Glen	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    95
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	MC-FiveMile	 	Princeton
    Village	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	                    64
    	 	Pads	 	 	 	 	 	 	 	No	 	No
	36	 	 	 	5	 	SMF
    I	 	Pangea
    11 	 	0	 	NAP	 	NAP	 	Various	 	None	 	None	 	None	 	                  236
    	 	Units	 	$33,202	 	Actual/360	 	0.01071%	 	 	 	 
	36.01	 	 	 	5.07	 	SMF
    I	 	13905-13957
    South Clark Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    60
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.02	 	 	 	5.08	 	SMF
    I	 	1101
    North Lawler Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    15
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.03	 	 	 	5.13	 	SMF
    I	 	7800
    South Jeffery Boulevard	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    13
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.04	 	 	 	5.1	 	SMF
    I	 	7701
    South Yates Boulevard	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    13
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.05	 	 	 	5.11	 	SMF
    I	 	9040
    South Bishop Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    13
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.06	 	 	 	5.01	 	SMF
    I	 	7949
    South Ellis Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.07	 	 	 	5.02	 	SMF
    I	 	14138
    South School Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.08	 	 	 	5.04	 	SMF
    I	 	6200
    South Rockwell Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    10
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.09	 	 	 	5.05	 	SMF
    I	 	7055
    South St. Lawrence Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.10	 	 	 	5.12	 	SMF
    I	 	5402
    West Rice Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.11	 	 	 	5.06	 	SMF
    I	 	7056
    South Eberhart Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                      8
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.12	 	 	 	5.14	 	SMF
    I	 	204
    West 138th Street	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.13	 	 	 	5.03	 	SMF
    I	 	7956
    South Burnham Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                      9
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.14	 	 	 	5.09	 	SMF
    I	 	9100
    South Dauphin Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    10
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.15	 	 	 	5.15	 	SMF
    I	 	8208
    South Drexel Avenue	 	 	 	NAP	 	NAP	 	No	 	ACM
    and LBP	 	 	 	 	 	                    13
    	 	Units	 	 	 	 	 	 	 	No	 	No
	36.16	 	 	 	5.16	 	SMF
    I	 	8640
    South Ingleside Avenue	 	 	 	NAP	 	NAP	 	Yes	 	ACM
    and LBP	 	 	 	 	 	                    12
    	 	Units	 	 	 	 	 	 	 	No	 	No
	37	 	 	 	 	 	CCRE	 	CSRA
    Food Lion Portfolio I	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Hard	 	            141,087
    	 	SF	 	$45,428	 	Actual/360	 	0.03071%	 	 	 	 
	37.01	 	 	 	 	 	CCRE	 	West
    Pointe Village Shopping Center	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              48,246
    	 	SF	 	 	 	 	 	 	 	No	 	No
	37.02	 	 	 	 	 	CCRE	 	Kris
    Krossing Shopping Center	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              49,800
    	 	SF	 	 	 	 	 	 	 	No	 	No
	37.03	 	 	 	 	 	CCRE	 	College
    Lakes Plaza	 	 	 	NAP	 	NAP	 	No	 	ACM	 	 	 	 	 	              43,041
    	 	SF	 	 	 	 	 	 	 	No	 	No
	38	 	 	 	 	 	CCRE	 	Four
    Points Sheraton Columbus Airport	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Hard	 	                  110
    	 	Rooms	 	$48,284	 	Actual/360	 	0.03071%	 	No	 	No
	39	 	 	 	8328	 	CGMRC	 	Torrey
    Place Apartments	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	                  147
    	 	Units	 	$42,815	 	Actual/360	 	0.06071%	 	No	 	No
	40	 	 	 	8613	 	CGMRC	 	Amsdell
    FL/NJ Self Storage Portfolio	 	0	 	NAP	 	NAP	 	No	 	Various	 	Springing	 	Springing	 	            111,083
    	 	SF	 	$40,868	 	Actual/360	 	0.04071%	 	 	 	 
	40.01	 	 	 	8613-2	 	CGMRC	 	Compass
    Self Storage	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              65,800
    	 	SF	 	 	 	 	 	 	 	No	 	No
	40.02	 	 	 	8613-1	 	CGMRC	 	Access
    Self Storage	 	 	 	NAP	 	NAP	 	No	 	None	 	 	 	 	 	              45,283
    	 	SF	 	 	 	 	 	 	 	No	 	No
	41	 	 	 	 	 	CCRE	 	Midwest
    Retail Portfolio	 	0	 	NAP	 	NAP	 	No
    	 	None	 	Springing	 	Hard	 	              21,201
    	 	SF	 	$40,419	 	Actual/360	 	0.03071%	 	 	 	 
	41.01	 	 	 	 	 	CCRE	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	NAP	 	NAP	 	No
    	 	None	 	 	 	 	 	                7,098
    	 	SF	 	 	 	 	 	 	 	No	 	No
	41.02	 	 	 	 	 	CCRE	 	Destination
    XL - Evergreen Park, IL	 	 	 	NAP	 	NAP	 	No
    	 	None	 	 	 	 	 	                7,992
    	 	SF	 	 	 	 	 	 	 	No	 	No
	41.03	 	 	 	 	 	CCRE	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	NAP	 	NAP	 	No
    	 	None	 	 	 	 	 	                6,111
    	 	SF	 	 	 	 	 	 	 	No	 	No
	42	 	 	 	7814	 	CGMRC	 	Holiday
    Inn Express & Suites - Sherman TX	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Hard	 	                    84
    	 	Rooms	 	$37,826	 	Actual/360	 	0.01071%	 	No	 	No
	43	 	24	 	6	 	SMF
    I	 	River
    Pointe Shopping Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              39,000
    	 	SF	 	$33,074	 	Actual/360	 	0.01071%	 	No	 	No
	44	 	 	 	7N1ZN0	 	GSMC	 	Hunters
    Point Apartments	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	                  112
    	 	Units	 	$22,412	 	Actual/360	 	0.01071%	 	No	 	No
	45	 	 	 	7ND2J9	 	GSMC	 	Crown
    Meadows	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Springing	 	              52,732
    	 	SF	 	$30,258	 	Actual/360	 	0.01071%	 	No	 	No
	46	 	 	 	7	 	SMF
    I	 	Cross
    Creek Medical Office	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              42,514
    	 	SF	 	$30,058	 	Actual/360	 	0.01071%	 	No	 	No
	47	 	 	 	7NCUQ4	 	GSMC	 	ExtraSpace
    Colfax and Harlan	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	              66,980
    	 	SF	 	$18,604	 	Actual/360	 	0.01071%	 	No	 	No
	48	 	 	 	7NMIB9	 	GSMC	 	FedEx
    Regional Distribution Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              90,465
    	 	SF	 	$23,273	 	Actual/360	 	0.01071%	 	No	 	No
	49	 	 	 	7NKX18	 	GSMC	 	Forest
    Gate Shopping Center	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              62,735
    	 	SF	 	$23,025	 	Actual/360	 	0.01071%	 	No	 	No
	50	 	 	 	8	 	SMF
    I	 	Rite
    Aid Cedar Springs, MI	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              14,673
    	 	SF	 	$27,551	 	Actual/360	 	0.01071%	 	No	 	No
	51	 	 	 	 	 	CCRE	 	Delray
    Pointe	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              18,269
    	 	SF	 	$23,519	 	Actual/360	 	0.03071%	 	No	 	No
	52	 	 	 	8408	 	CGMRC	 	24
    Simon Street	 	0	 	NAP	 	NAP	 	Yes	 	None	 	Springing	 	Springing	 	              78,000
    	 	SF	 	$21,458	 	Actual/360	 	0.01071%	 	No	 	No
	53	 	 	 	MC0027FB3	 	MC-FiveMile	 	Binford
    Shoppes 	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              24,637
    	 	SF	 	$20,872	 	Actual/360	 	0.06821%	 	No	 	No
	54	 	 	 	9	 	SMF
    I	 	CVS
    Shelby	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              13,013
    	 	SF	 	$22,816	 	Actual/360	 	0.01071%	 	No	 	No
	55	 	 	 	10	 	SMF
    I	 	Flamingo
    Retail	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              20,665
    	 	SF	 	$19,971	 	Actual/360	 	0.05071%	 	No	 	No
	56	 	 	 	11	 	SMF
    I	 	Harrisonville
    Crossing	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              45,260
    	 	SF	 	$18,977	 	Actual/360	 	0.01071%	 	No	 	No
	57	 	 	 	7N3HQ9	 	GSMC	 	Redan
    Cove Apartments	 	0	 	NAP	 	NAP	 	No	 	None	 	None	 	None	 	                  124
    	 	Units	 	$18,960	 	Actual/360	 	0.01071%	 	No	 	No
	58	 	 	 	 	 	CCRE	 	Moraga
    Plaza	 	0	 	NAP	 	NAP	 	Yes	 	ACM	 	Springing	 	Springing	 	              19,198
    	 	SF	 	$16,765	 	Actual/360	 	0.03071%	 	No	 	No
	59	 	 	 	 	 	CCRE	 	CVS
    Jersey Shore	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Hard	 	              10,125
    	 	SF	 	$16,659	 	Actual/360	 	0.03071%	 	No	 	No
	60	 	25	 	MC0028BA7	 	MC-FiveMile	 	Lakewood
    Galleria	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	              19,008
    	 	SF	 	$16,217	 	Actual/360	 	0.01071%	 	Yes	 	No
	61	 	 	 	 	 	CCRE	 	Shoppes
    of Old Peachtree	 	0	 	NAP	 	NAP	 	No	 	Provide
    secondary containment for 55-gallon drums at Elite cleaner and properly dispose of unused drum	 	Springing	 	Springing	 	              16,057
    	 	SF	 	$15,825	 	Actual/360	 	0.05821%	 	No	 	No
	62	 	 	 	12	 	SMF
    I	 	Millennium
    Business Center	 	0	 	NAP	 	NAP	 	No	 	ACM	 	Springing	 	Springing	 	            132,430
    	 	SF	 	$15,306	 	Actual/360	 	0.06071%	 	No	 	No
	63	 	26	 	MC0026E26	 	MC-FiveMile	 	Lakewood
    Village	 	0	 	NAP	 	NAP	 	No	 	None	 	Springing	 	Springing	 	                  124
    	 	Pads	 	$14,729	 	Actual/360	 	0.01071%	 	No	 	No


 



    	 



    	 



    




	GSMS 2015-GC32	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Prepayment
    Provision (3)	 	Companion
    Loan Flag 	 	Companion
    Loan Monthly Debt Service ($)	 	Companion
    Loan Interest Accrual Method
	1	 	1,
    2	 	8625	 	CGMRC	 	Ascentia
    MHC Portfolio	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$226,007.44	 	Actual/360
	1.01	 	 	 	10484	 	CGMRC	 	Eagle
    River	 	 	 	 	 	 	 	 
	1.02	 	 	 	10485	 	CGMRC	 	Foxridge
    Farm	 	 	 	 	 	 	 	 
	1.03	 	 	 	10494	 	CGMRC	 	River
    Valley	 	 	 	 	 	 	 	 
	1.04	 	 	 	10505	 	CGMRC	 	West
    Winds	 	 	 	 	 	 	 	 
	1.05	 	 	 	10497	 	CGMRC	 	Skyline
    Village	 	 	 	 	 	 	 	 
	1.06	 	 	 	10486	 	CGMRC	 	Gaslight
    Village	 	 	 	 	 	 	 	 
	1.07	 	 	 	10483	 	CGMRC	 	Dream
    Island	 	 	 	 	 	 	 	 
	1.08	 	 	 	10501	 	CGMRC	 	Valley
    Ridge	 	 	 	 	 	 	 	 
	1.09	 	 	 	10506	 	CGMRC	 	Western
    Hills	 	 	 	 	 	 	 	 
	1.10	 	 	 	10490	 	CGMRC	 	Lake
    Fork	 	 	 	 	 	 	 	 
	1.11	 	 	 	10478	 	CGMRC	 	Aloha
    Vegas	 	 	 	 	 	 	 	 
	1.12	 	 	 	10489	 	CGMRC	 	Kingswood
    Estates	 	 	 	 	 	 	 	 
	1.13	 	 	 	10481	 	CGMRC	 	Country
    Oaks	 	 	 	 	 	 	 	 
	1.14	 	 	 	10508	 	CGMRC	 	Woodlawn
    Estates	 	 	 	 	 	 	 	 
	1.15	 	 	 	10479	 	CGMRC	 	Buckingham
    Village	 	 	 	 	 	 	 	 
	1.16	 	 	 	10509	 	CGMRC	 	Woodview	 	 	 	 	 	 	 	 
	1.17	 	 	 	10504	 	CGMRC	 	West
    Park Plaza	 	 	 	 	 	 	 	 
	1.18	 	 	 	10500	 	CGMRC	 	Valle
    Grande	 	 	 	 	 	 	 	 
	1.19	 	 	 	10495	 	CGMRC	 	Riviera
    de Sandia	 	 	 	 	 	 	 	 
	1.20	 	 	 	10480	 	CGMRC	 	Cedar
    Village	 	 	 	 	 	 	 	 
	1.21	 	 	 	10493	 	CGMRC	 	Rancho
    Bridger	 	 	 	 	 	 	 	 
	1.22	 	 	 	10496	 	CGMRC	 	Sheltered
    Valley	 	 	 	 	 	 	 	 
	1.23	 	 	 	10502	 	CGMRC	 	Vals	 	 	 	 	 	 	 	 
	1.24	 	 	 	10482	 	CGMRC	 	Countryside
    Estates	 	 	 	 	 	 	 	 
	1.25	 	 	 	10503	 	CGMRC	 	W
    bar K	 	 	 	 	 	 	 	 
	1.26	 	 	 	10499	 	CGMRC	 	Trails
    End	 	 	 	 	 	 	 	 
	1.27	 	 	 	10507	 	CGMRC	 	Windgate	 	 	 	 	 	 	 	 
	1.28	 	 	 	10487	 	CGMRC	 	Golden
    Eagle	 	 	 	 	 	 	 	 
	1.29	 	 	 	10491	 	CGMRC	 	Mountain
    Springs	 	 	 	 	 	 	 	 
	1.30	 	 	 	10492	 	CGMRC	 	North
    Breeze	 	 	 	 	 	 	 	 
	1.31	 	 	 	10498	 	CGMRC	 	Sugar
    Creek	 	 	 	 	 	 	 	 
	1.32	 	 	 	10488	 	CGMRC	 	Hillside	 	 	 	 	 	 	 	 
	2	 	 	 	7NQ4Q2	 	GSMC	 	Fig
    Garden Village	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	3	 	 	 	7NBS30	 	GSMC	 	Bassett
    Place	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	4	 	 	 	7NQDM1	 	GSMC	 	JW
    Marriott Cherry Creek	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	5	 	3	 	7N6445	 	GSMC	 	Dallas
    Market Center	 	Lockout/26_Defeasance/90_0%/4	 	Yes	 	$975,767.79	 	Actual/360
	6	 	4,
    5	 	10040	 	CGMRC	 	Kaiser
    Center	 	Lockout/25_Defeasance/91_0%/4	 	Yes	 	$450,153.35	 	Actual/360
	7	 	6	 	10321	 	CGMRC	 	Hilton
    Garden Inn Pittsburgh/Southpointe	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	8	 	7	 	7N3GS6	 	GSMC	 	Doubletree
    Tallahassee	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	9	 	8,
    9	 	7941	 	CGMRC	 	US
    StorageMart Portfolio	 	Lockout/27_Defeasance/29_0%/4	 	Yes	 	$1,243,432.07	 	Actual/360
	9.01	 	 	 	7941-1	 	CGMRC	 	50
    Wallabout Street	 	 	 	 	 	 	 	 
	9.02	 	 	 	7941-2	 	CGMRC	 	250
    Flanagan Way	 	 	 	 	 	 	 	 
	9.03	 	 	 	7941-3	 	CGMRC	 	6700
    River Road	 	 	 	 	 	 	 	 
	9.04	 	 	 	7941-4	 	CGMRC	 	1015
    North Halsted Street	 	 	 	 	 	 	 	 
	9.05	 	 	 	7941-5	 	CGMRC	 	7536
    Wornall Road	 	 	 	 	 	 	 	 
	9.06	 	 	 	7941-6	 	CGMRC	 	640
    Southwest 2nd Avenue	 	 	 	 	 	 	 	 
	9.07	 	 	 	7941-7	 	CGMRC	 	4920
    Northwest 7th Street	 	 	 	 	 	 	 	 
	9.08	 	 	 	7941-8	 	CGMRC	 	9925
    Southwest 40th Street	 	 	 	 	 	 	 	 
	9.09	 	 	 	7941-9	 	CGMRC	 	9220
    West 135th Street	 	 	 	 	 	 	 	 
	9.10	 	 	 	7941-10	 	CGMRC	 	980
    4th Avenue	 	 	 	 	 	 	 	 
	9.11	 	 	 	7941-11	 	CGMRC	 	405
    South Federal Highway	 	 	 	 	 	 	 	 
	9.12	 	 	 	7941-12	 	CGMRC	 	11001
    Excelsior Boulevard	 	 	 	 	 	 	 	 
	9.13	 	 	 	7941-13	 	CGMRC	 	11325
    Lee Highway	 	 	 	 	 	 	 	 
	9.14	 	 	 	7941-14	 	CGMRC	 	2021
    Griffin Road	 	 	 	 	 	 	 	 
	9.15	 	 	 	7941-15	 	CGMRC	 	400
    West Olmos Drive	 	 	 	 	 	 	 	 
	9.16	 	 	 	7941-16	 	CGMRC	 	14151
    Wyandotte Street	 	 	 	 	 	 	 	 
	9.17	 	 	 	7941-17	 	CGMRC	 	5979
    Butterfield Road	 	 	 	 	 	 	 	 
	9.18	 	 	 	7941-18	 	CGMRC	 	115
    Park Avenue	 	 	 	 	 	 	 	 
	9.19	 	 	 	7941-19	 	CGMRC	 	3500
    Southwest 160th Avenue	 	 	 	 	 	 	 	 
	9.20	 	 	 	7941-20	 	CGMRC	 	2445
    Crain Highway	 	 	 	 	 	 	 	 
	9.21	 	 	 	7941-21	 	CGMRC	 	100
    West North Avenue	 	 	 	 	 	 	 	 
	9.22	 	 	 	7941-22	 	CGMRC	 	2727
    Shermer Road	 	 	 	 	 	 	 	 
	9.23	 	 	 	7941-23	 	CGMRC	 	15201
    Antioch Road	 	 	 	 	 	 	 	 
	9.24	 	 	 	7941-24	 	CGMRC	 	2450
    Mandela Parkway	 	 	 	 	 	 	 	 
	9.25	 	 	 	7941-25	 	CGMRC	 	184-02
    Jamaica Avenue	 	 	 	 	 	 	 	 
	9.26	 	 	 	7941-26	 	CGMRC	 	9012
    Northwest Prairie View Road	 	 	 	 	 	 	 	 
	9.27	 	 	 	7941-27	 	CGMRC	 	16101
    West 95th Street	 	 	 	 	 	 	 	 
	9.28	 	 	 	7941-28	 	CGMRC	 	3100
    North Mannheim	 	 	 	 	 	 	 	 
	9.29	 	 	 	7941-29	 	CGMRC	 	9580
    Potranco Road	 	 	 	 	 	 	 	 
	9.30	 	 	 	7941-30	 	CGMRC	 	18025
    Monterey Street	 	 	 	 	 	 	 	 
	9.31	 	 	 	7941-31	 	CGMRC	 	9N
    004 Route 59	 	 	 	 	 	 	 	 
	9.32	 	 	 	7941-32	 	CGMRC	 	5115
    Clayton Road	 	 	 	 	 	 	 	 
	9.33	 	 	 	7941-33	 	CGMRC	 	9702
    West 67th Street	 	 	 	 	 	 	 	 
	9.34	 	 	 	7941-34	 	CGMRC	 	794
    Scenic Highway	 	 	 	 	 	 	 	 
	9.35	 	 	 	7941-35	 	CGMRC	 	12430
    Bandera Road	 	 	 	 	 	 	 	 
	9.36	 	 	 	7941-36	 	CGMRC	 	4000
    South Providence Road	 	 	 	 	 	 	 	 
	9.37	 	 	 	7941-37	 	CGMRC	 	2743
    San Pablo Avenue	 	 	 	 	 	 	 	 
	9.38	 	 	 	7941-38	 	CGMRC	 	819
    North Eola Road	 	 	 	 	 	 	 	 
	9.39	 	 	 	7941-39	 	CGMRC	 	2506
    West Worley Street	 	 	 	 	 	 	 	 
	9.40	 	 	 	7941-40	 	CGMRC	 	15601
    FM 1325	 	 	 	 	 	 	 	 
	9.41	 	 	 	7941-41	 	CGMRC	 	10700
    West 159th Street	 	 	 	 	 	 	 	 
	9.42	 	 	 	7941-42	 	CGMRC	 	2403
    Rangeline Street	 	 	 	 	 	 	 	 
	9.43	 	 	 	7941-43	 	CGMRC	 	6714
    South Cottage Grove Avenue and 6932 South South Chicago Avenue	 	 	 	 	 	 	 	 
	9.44	 	 	 	7941-44	 	CGMRC	 	2277
    Walters Road	 	 	 	 	 	 	 	 
	9.45	 	 	 	7941-45	 	CGMRC	 	1575
    Thousand Oaks Drive	 	 	 	 	 	 	 	 
	9.46	 	 	 	7941-46	 	CGMRC	 	7460
    Frontage Road	 	 	 	 	 	 	 	 
	9.47	 	 	 	7941-47	 	CGMRC	 	6401
    Third Street	 	 	 	 	 	 	 	 
	9.48	 	 	 	7941-48	 	CGMRC	 	2816
    Eaton Road	 	 	 	 	 	 	 	 
	9.49	 	 	 	7941-49	 	CGMRC	 	3985
    Atlanta Highway	 	 	 	 	 	 	 	 
	9.50	 	 	 	7941-50	 	CGMRC	 	11510
    North Main Street	 	 	 	 	 	 	 	 
	9.51	 	 	 	7941-51	 	CGMRC	 	750
    Winchester Road	 	 	 	 	 	 	 	 
	9.52	 	 	 	7941-52	 	CGMRC	 	3401
    Broadway Boulevard	 	 	 	 	 	 	 	 
	9.53	 	 	 	7941-53	 	CGMRC	 	1720
    Grand Boulevard	 	 	 	 	 	 	 	 
	9.54	 	 	 	7941-54	 	CGMRC	 	1310
    South Enterprise Street	 	 	 	 	 	 	 	 
	9.55	 	 	 	7941-55	 	CGMRC	 	2420
    St Mary’s Boulevard	 	 	 	 	 	 	 	 
	9.56	 	 	 	7941-56	 	CGMRC	 	3500
    I-70 Drive Southeast	 	 	 	 	 	 	 	 
	9.57	 	 	 	7941-57	 	CGMRC	 	195
    Southwest Boulevard	 	 	 	 	 	 	 	 
	9.58	 	 	 	7941-58	 	CGMRC	 	8900
    Northwest Prairie View Road	 	 	 	 	 	 	 	 
	9.59	 	 	 	7941-59	 	CGMRC	 	1601
    Twilight Trail	 	 	 	 	 	 	 	 
	9.60	 	 	 	7941-60	 	CGMRC	 	1515
    Church Street	 	 	 	 	 	 	 	 
	9.61	 	 	 	7941-61	 	CGMRC	 	1891
    North Columbia Street	 	 	 	 	 	 	 	 
	9.62	 	 	 	7941-62	 	CGMRC	 	1200
    US #1	 	 	 	 	 	 	 	 
	9.63	 	 	 	7941-63	 	CGMRC	 	251
    Collins Industrial Boulevard	 	 	 	 	 	 	 	 
	9.64	 	 	 	7941-64	 	CGMRC	 	2310
    Paris Road	 	 	 	 	 	 	 	 
	9.65	 	 	 	7941-65	 	CGMRC	 	1820
    West Business Loop 70	 	 	 	 	 	 	 	 
	9.66	 	 	 	7941-66	 	CGMRC	 	1723
    East Florida	 	 	 	 	 	 	 	 
	10	 	10	 	7NA2C0	 	GSMC	 	Selig
    Office Portfolio	 	Lockout/27_Defeasance/89_0%/4	 	Yes	 	$1,056,742.59	 	Actual/360
	10.01	 	 	 	7N3GS6-1	 	GSMC	 	1000
    Second Avenue	 	 	 	 	 	 	 	 
	10.02	 	 	 	7N3GS6-2	 	GSMC	 	2901
    Third Avenue	 	 	 	 	 	 	 	 
	10.03	 	 	 	7N3GS6-3	 	GSMC	 	3101
    Western Avenue	 	 	 	 	 	 	 	 
	10.04	 	 	 	7N3GS6-4	 	GSMC	 	300
    Elliott Avenue West	 	 	 	 	 	 	 	 
	10.05	 	 	 	7N3GS6-5	 	GSMC	 	3131
    Elliott Avenue	 	 	 	 	 	 	 	 
	10.06	 	 	 	7N3GS6-6	 	GSMC	 	2615
    Fourth Avenue	 	 	 	 	 	 	 	 
	10.07	 	 	 	7N3GS6-7	 	GSMC	 	190
    Queen Anne Avenue North	 	 	 	 	 	 	 	 
	10.08	 	 	 	7N3GS6-8	 	GSMC	 	200
    First Avenue West	 	 	 	 	 	 	 	 
	10.09	 	 	 	7N3GS6-9	 	GSMC	 	18
    West Mercer Street	 	 	 	 	 	 	 	 
	11	 	11,
    12, 13	 	8472	 	CGMRC	 	Alderwood
    Mall	 	Lockout/25_Defeasance/88_0%/7	 	Yes	 	$1,459,071.60	 	Actual/360
	12	 	 	 	1	 	SMF
    I	 	Sysmex
    Way	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	13	 	14	 	8558	 	CGMRC	 	Cypress
    Retail Center	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	14	 	 	 	7NJHF8	 	GSMC	 	Court
    at Deptford II	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	15	 	 	 	 	 	CCRE	 	ART
    Multi-State Portfolio II	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	15.01	 	 	 	 	 	CCRE	 	Annhurst	 	 	 	 	 	 	 	 
	15.02	 	 	 	 	 	CCRE	 	Applegate	 	 	 	 	 	 	 	 
	15.03	 	 	 	 	 	CCRE	 	Heron
    Pointe	 	 	 	 	 	 	 	 
	15.04	 	 	 	 	 	CCRE	 	Meadowood	 	 	 	 	 	 	 	 
	15.05	 	 	 	 	 	CCRE	 	Ridgewood	 	 	 	 	 	 	 	 
	15.06	 	 	 	 	 	CCRE	 	Heathmoore	 	 	 	 	 	 	 	 
	16	 	15	 	2	 	SMF
    I	 	Freshwater
    Commons	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	17	 	 	 	7NJCU0	 	GSMC	 	Eddystone
    Crossing Shopping Center	 	Lockout/24_Defeasance/91_0%/5	 	 	 	 	 	 
	18	 	 	 	MC0027F07	 	MC-FiveMile	 	Skyline
    Property Portfolio	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	18.01	 	 	 	MC0027F07
    - MC0029B64	 	MC-FiveMile	 	Heartland
    Village Shopping Center	 	 	 	 	 	 	 	 
	18.02	 	 	 	MC0027F07
    - MC0029B15	 	MC-FiveMile	 	Park
    52	 	 	 	 	 	 	 	 
	18.03	 	 	 	MC0027F07
    - MC0029B07	 	MC-FiveMile	 	Andrade
    Business Park	 	 	 	 	 	 	 	 
	18.04	 	 	 	MC0027F07
    - MC0029B23	 	MC-FiveMile	 	Fairview
    Corners	 	 	 	 	 	 	 	 
	18.05	 	 	 	MC0027F07
    - MC0029B31	 	MC-FiveMile	 	Elmwood
    Tech	 	 	 	 	 	 	 	 
	18.06	 	 	 	MC0027F07
    - MC0029B56	 	MC-FiveMile	 	White
    River Landing	 	 	 	 	 	 	 	 
	18.07	 	 	 	MC0027F07
    - MC0029B80	 	MC-FiveMile	 	Holiday
    Center	 	 	 	 	 	 	 	 
	18.08	 	 	 	MC0027F07
    - MC0029B98	 	MC-FiveMile	 	Whiteland
    Retail Center	 	 	 	 	 	 	 	 
	18.09	 	 	 	MC0027F07
    - MC0029B49	 	MC-FiveMile	 	Franklin
    Shoppes	 	 	 	 	 	 	 	 
	19	 	16,
    17, 18	 	3	 	SMF
    I	 	Hampton
    Inn Idaho Falls Airport	 	Lockout/24_>YM
    or 1%/92_0%/4	 	 	 	 	 	 
	20	 	16,
    17, 19	 	4	 	SMF
    I	 	La
    Quinta Inn & Suites Idaho Falls	 	Lockout/24_>YM
    or 1%/92_0%/4	 	 	 	 	 	 
	21	 	 	 	 	 	CCRE	 	Rio
    Linda Shopping Center	 	Lockout/24_Defeasance/30_0%/6	 	 	 	 	 	 
	22	 	 	 	MC00257F7	 	MC-FiveMile	 	Chicago
    Multifamily Portfolio	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	22.01	 	 	 	MC00257F7
    - MC00268B3	 	MC-FiveMile	 	5334-5362
    West Madison Street	 	 	 	 	 	 	 	 
	22.02	 	 	 	MC00257F7
    - MC0026880	 	MC-FiveMile	 	5300
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 
	22.03	 	 	 	MC00257F7
    - MC0026864	 	MC-FiveMile	 	1115-27
    East 81st Street	 	 	 	 	 	 	 	 
	22.04	 	 	 	MC00257F7
    - MC0026856	 	MC-FiveMile	 	5248
    South Martin Luther King Junior Drive	 	 	 	 	 	 	 	 
	22.05	 	 	 	MC00257F7
    - MC0026807	 	MC-FiveMile	 	4900-4910
    West Jackson Boulevard	 	 	 	 	 	 	 	 
	22.06	 	 	 	MC00257F7
    - MC0026849	 	MC-FiveMile	 	130-136
    North Leamington Avenue	 	 	 	 	 	 	 	 
	22.07	 	 	 	MC00257F7
    - MC0026898	 	MC-FiveMile	 	8211-8213,
    8214, and 8223 South Exchange Avenue	 	 	 	 	 	 	 	 
	22.08	 	 	 	MC00257F7
    - MC0026823	 	MC-FiveMile	 	8231-8239
    South Ingleside	 	 	 	 	 	 	 	 
	22.09	 	 	 	MC00257F7
    - MC00268A5	 	MC-FiveMile	 	3101
    W. Lexington Street	 	 	 	 	 	 	 	 
	22.10	 	 	 	MC00257F7
    - MC0026831	 	MC-FiveMile	 	8200
    South Exchange Avenue	 	 	 	 	 	 	 	 
	23	 	 	 	7N2D85	 	GSMC	 	Palomar
    Point	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	24	 	20	 	 	 	CCRE	 	Huntsville
    Portfolio	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	24.01	 	 	 	 	 	CCRE	 	Paramount
    Place	 	 	 	 	 	 	 	 
	24.02	 	 	 	 	 	CCRE	 	Memorial
    Plaza 	 	 	 	 	 	 	 	 
	24.03	 	 	 	 	 	CCRE	 	Creekside
    Corners	 	 	 	 	 	 	 	 
	24.04	 	 	 	 	 	CCRE	 	Greensboro
    Plaza	 	 	 	 	 	 	 	 
	24.05	 	 	 	 	 	CCRE	 	Exchange
    Place 	 	 	 	 	 	 	 	 
	25	 	 	 	10189	 	CGMRC	 	Shops
    at 69th Street	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	26	 	 	 	10343	 	CGMRC	 	College
    Grove	 	Lockout/25_>YM
    or 1%/91_0%/4	 	 	 	 	 	 
	27	 	21	 	 	 	CCRE	 	Brook
    Run Shopping Center	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	28	 	 	 	 	 	CCRE	 	Southeast
    Plaza	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	29	 	 	 	7N3GE7	 	GSMC	 	Myrtle
    Beach Self Storage Center	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	30	 	 	 	MC00248C6	 	MC-FiveMile	 	Birney
    Portfolio - Galleria Oaks	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	31	 	22	 	 	 	CCRE	 	Holiday
    Inn Bolingbrook	 	Lockout/12_>YM
    or 1%/44_0%/4	 	 	 	 	 	 
	32	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I & II	 	Lockout/24_>YM
    or 1%/92_0%/4	 	 	 	 	 	 
	32.01	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village I	 	 	 	 	 	 	 	 
	32.02	 	 	 	 	 	CCRE	 	Beaver
    Ruin Village II	 	 	 	 	 	 	 	 
	33	 	23	 	 	 	CCRE	 	Maplewood
    Mixed Use	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	33.01	 	 	 	 	 	CCRE	 	4654
    Maryland	 	 	 	 	 	 	 	 
	33.02	 	 	 	 	 	CCRE	 	401
    North Euclid	 	 	 	 	 	 	 	 
	33.03	 	 	 	 	 	CCRE	 	7370
    Manchester	 	 	 	 	 	 	 	 
	33.04	 	 	 	 	 	CCRE	 	7350
    Manchester	 	 	 	 	 	 	 	 
	33.05	 	 	 	 	 	CCRE	 	7344
    Manchester	 	 	 	 	 	 	 	 
	33.06	 	 	 	 	 	CCRE	 	4229
    Manchester	 	 	 	 	 	 	 	 
	34	 	 	 	MC0026E59	 	MC-FiveMile	 	520
    West Avenue	 	Lockout/24_Defeasance/91_0%/5	 	 	 	 	 	 
	35	 	 	 	MC00296F0	 	MC-FiveMile	 	Conlon
    MHC Portfolio 3	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	35.01	 	 	 	MC00296F0
    - MC0029892	 	MC-FiveMile	 	All
    Star	 	 	 	 	 	 	 	 
	35.02	 	 	 	MC00296F0
    - MC00298A9	 	MC-FiveMile	 	Orion
    Oaks	 	 	 	 	 	 	 	 
	35.03	 	 	 	MC00296F0
    - MC00298B7	 	MC-FiveMile	 	Oakland
    Glen	 	 	 	 	 	 	 	 
	35.04	 	 	 	MC00296F0
    - MC00298C5	 	MC-FiveMile	 	Princeton
    Village	 	 	 	 	 	 	 	 
	36	 	 	 	5	 	SMF
    I	 	Pangea
    11 	 	Lockout/24_Defeasance/90_0%/6	 	 	 	 	 	 
	36.01	 	 	 	5.07	 	SMF
    I	 	13905-13957
    South Clark Street	 	 	 	 	 	 	 	 
	36.02	 	 	 	5.08	 	SMF
    I	 	1101
    North Lawler Avenue	 	 	 	 	 	 	 	 
	36.03	 	 	 	5.13	 	SMF
    I	 	7800
    South Jeffery Boulevard	 	 	 	 	 	 	 	 
	36.04	 	 	 	5.1	 	SMF
    I	 	7701
    South Yates Boulevard	 	 	 	 	 	 	 	 
	36.05	 	 	 	5.11	 	SMF
    I	 	9040
    South Bishop Street	 	 	 	 	 	 	 	 
	36.06	 	 	 	5.01	 	SMF
    I	 	7949
    South Ellis Avenue	 	 	 	 	 	 	 	 
	36.07	 	 	 	5.02	 	SMF
    I	 	14138
    South School Street	 	 	 	 	 	 	 	 
	36.08	 	 	 	5.04	 	SMF
    I	 	6200
    South Rockwell Street	 	 	 	 	 	 	 	 
	36.09	 	 	 	5.05	 	SMF
    I	 	7055
    South St. Lawrence Avenue	 	 	 	 	 	 	 	 
	36.10	 	 	 	5.12	 	SMF
    I	 	5402
    West Rice Street	 	 	 	 	 	 	 	 
	36.11	 	 	 	5.06	 	SMF
    I	 	7056
    South Eberhart Avenue	 	 	 	 	 	 	 	 
	36.12	 	 	 	5.14	 	SMF
    I	 	204
    West 138th Street	 	 	 	 	 	 	 	 
	36.13	 	 	 	5.03	 	SMF
    I	 	7956
    South Burnham Avenue	 	 	 	 	 	 	 	 
	36.14	 	 	 	5.09	 	SMF
    I	 	9100
    South Dauphin Avenue	 	 	 	 	 	 	 	 
	36.15	 	 	 	5.15	 	SMF
    I	 	8208
    South Drexel Avenue	 	 	 	 	 	 	 	 
	36.16	 	 	 	5.16	 	SMF
    I	 	8640
    South Ingleside Avenue	 	 	 	 	 	 	 	 
	37	 	 	 	 	 	CCRE	 	CSRA
    Food Lion Portfolio I	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	37.01	 	 	 	 	 	CCRE	 	West
    Pointe Village Shopping Center	 	 	 	 	 	 	 	 
	37.02	 	 	 	 	 	CCRE	 	Kris
    Krossing Shopping Center	 	 	 	 	 	 	 	 
	37.03	 	 	 	 	 	CCRE	 	College
    Lakes Plaza	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CCRE	 	Four
    Points Sheraton Columbus Airport	 	Lockout/24_>YM
    or 1%/93_0%/3	 	 	 	 	 	 
	39	 	 	 	8328	 	CGMRC	 	Torrey
    Place Apartments	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	40	 	 	 	8613	 	CGMRC	 	Amsdell
    FL/NJ Self Storage Portfolio	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	40.01	 	 	 	8613-2	 	CGMRC	 	Compass
    Self Storage	 	 	 	 	 	 	 	 
	40.02	 	 	 	8613-1	 	CGMRC	 	Access
    Self Storage	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	CCRE	 	Midwest
    Retail Portfolio	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	41.01	 	 	 	 	 	CCRE	 	Mattress
    Firm & Vitamin Shoppe - Cuyahoga Falls, OH	 	 	 	 	 	 	 	 
	41.02	 	 	 	 	 	CCRE	 	Destination
    XL - Evergreen Park, IL	 	 	 	 	 	 	 	 
	41.03	 	 	 	 	 	CCRE	 	Sleep
    Number & Noodles & Company - Tulsa, OK	 	 	 	 	 	 	 	 
	42	 	 	 	7814	 	CGMRC	 	Holiday
    Inn Express & Suites - Sherman TX	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	43	 	24	 	6	 	SMF
    I	 	River
    Pointe Shopping Center	 	Lockout/24_>YM
    or 1%/92_0%/4	 	 	 	 	 	 
	44	 	 	 	7N1ZN0	 	GSMC	 	Hunters
    Point Apartments	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	45	 	 	 	7ND2J9	 	GSMC	 	Crown
    Meadows	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	46	 	 	 	7	 	SMF
    I	 	Cross
    Creek Medical Office	 	Lockout/24_>YM
    or 1%/91_0%/5	 	 	 	 	 	 
	47	 	 	 	7NCUQ4	 	GSMC	 	ExtraSpace
    Colfax and Harlan	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	48	 	 	 	7NMIB9	 	GSMC	 	FedEx
    Regional Distribution Center	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	49	 	 	 	7NKX18	 	GSMC	 	Forest
    Gate Shopping Center	 	Lockout/24_Defeasance/89_0%/7	 	 	 	 	 	 
	50	 	 	 	8	 	SMF
    I	 	Rite
    Aid Cedar Springs, MI	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	51	 	 	 	 	 	CCRE	 	Delray
    Pointe	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	52	 	 	 	8408	 	CGMRC	 	24
    Simon Street	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	53	 	 	 	MC0027FB3	 	MC-FiveMile	 	Binford
    Shoppes 	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	54	 	 	 	9	 	SMF
    I	 	CVS
    Shelby	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	55	 	 	 	10	 	SMF
    I	 	Flamingo
    Retail	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	56	 	 	 	11	 	SMF
    I	 	Harrisonville
    Crossing	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	57	 	 	 	7N3HQ9	 	GSMC	 	Redan
    Cove Apartments	 	Lockout/11_>YM
    or 1%/105_0%/4	 	 	 	 	 	 
	58	 	 	 	 	 	CCRE	 	Moraga
    Plaza	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	59	 	 	 	 	 	CCRE	 	CVS
    Jersey Shore	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	60	 	25	 	MC0028BA7	 	MC-FiveMile	 	Lakewood
    Galleria	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	61	 	 	 	 	 	CCRE	 	Shoppes
    of Old Peachtree	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	62	 	 	 	12	 	SMF
    I	 	Millennium
    Business Center	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	63	 	26	 	MC0026E26	 	MC-FiveMile	 	Lakewood
    Village	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 


 



    	 



    	 



    



 







	 	 	 
	DS
    Partial I/O:	 	The monthly debt service
    shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only
    period.
	 	 	 
	Admin
    Fee Rate:	 	The Administrative Fee
    Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the
    CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	 	 	 
	Open
    Period:	 	The open period is inclusive
    of the Maturity Date.
	 	 	 
	1	 	The Cut-off Date Balance
    of $100,000,000 represents the note A-1 of a $145,000,000 whole loan evidenced by two pari passu notes. The companion loan
    has a principal balance of $45,000,000 as of the Cut-off Date and is expected to be contributed to one or more future securitizations.
    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 $145,000,000.
	 	 	 
	2	 	The lockout period will
    be at least 24 payment dates beginning with and including the first Due Date of August 6, 2015. For the purposes of this free
    writing prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2015-GC32 securitization
    closing date in July 2015. The actual lockout period may be longer.
	 	 	 
	3	 	The Cut-off Date Balance
    of $56,844,816 represents the note A-3 of a $258,294,865 whole loan evidenced by three pari passu notes. Note A-1, with a
    Cut-off Date Balance of $129,646,071 was contributed to GSMS 2015-GC30. Note A-2, with a Cut-off Date Balance of $71,803,978
    was contributed to CGCMT 2015-GC31. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, 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 $258,294,865.
	 	 	 
	4	 	The Cut-off Date Balance
    of $50,000,000 represents the note A-1 of a $140,000,000 whole loan evidenced by two pari passu notes. The companion loan
    has a principal balance of $90,000,000 as of the Cut-off Date and is expected to be contributed to one or more future securitizations.
    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 $140,000,000.
	 	 	 
	5	 	The lockout period will
    be at least 25 payment dates beginning with and including the first Due Date of July 6, 2015. For the purposes of this free
    writing prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC32 securitization
    closing date in July 2015. The actual lockout period may be longer.
	 	 	 
	6	 	The Ongoing Replacement
    Reserve will be an FF&E equal to one-twelfth of 4% of the greater of (a) the annual gross room revenue at the property
    for the immediately preceding fiscal year and (b) the projected annual gross revenues for the hotel related operations at
    the property for the fiscal year in which such due date occurs as set forth in the approved annual budget, provided, that
    if no approved annual budget exists for the applicable fiscal year, the amount is required to be determined by the lender
    in its reasonable discretion.
	 	 	 
	7	 	On each due date, the
    borrower is required to fund the FF&E reserve in an amount equal to (i) $33,514 for the Due Dates occurring in August
    2015 through July 2016 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 of 4% of the Operating Income of the Property for the previous
    twelve month period as determined on the anniversary of the last calendar day of June.
	 	 	 
	8	 	The Cut-off Date Balance
    of $25,000,000 represents the note A-1D of a $412,500,000 whole loan evidenced by six senior pari passu notes and two junior
    pari passu notes. The pari passu senior companion loans are evidenced by (i) (a) Note A-1A, Note A-1B and Note A-1C, which
    had an aggregate outstanding principal balance as of the Cut-off Date of $89,000,000 and contributed to the CGBAM 2015-SMRT
    transaction, (b) Note A-1E, which has an aggregate outstanding principal balance as of the Cut-off Date of $43,694,500 and
    is expected to be contributed to a future securitization transaction and (c) Note A-1F which had an outstanding principal
    balance as of the Cut-off Date of $31,231,500 and was contributed to the MSBAM 2015-C23 transaction. The two pari passu junior
    notes (Note A-2A and Note A-2B) have an aggregate outstanding principal balance as of the Cut-off Date of $223,574,000 and
    were contributed to the CGBAM 2015-SMRT transaction. Unless otherwise indicated, all LTV Ratio, DSCR, Debt Yield and Cut-off
    Date Balance per SF/Unit calculations are calculated based upon the six senior pari passu notes only.
	 	 	 
	9	 	The lockout period will
    be at least 27 payment dates beginning with and including the first Due Date of May 6, 2015. For the purposes of this free
    writing prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2015-GC32 securitization
    closing date in July 2015. The actual lockout period may be longer.
	 	 	 
	10	 	The Cut-off Date Balance
    of $25,000,000 represents the note A-4 of a $345,000,000 whole loan evidenced by four pari passu notes. Note A-1, with a Cut-off
    Date Balance of $125,000,000 was contributed to CGCMT 2015-GC29. Note A-2, with a Cut-off Date Balance of $123,000,000 was
    contributed to GSMS 2015-GC30. Note A-3, with a Cut-off Date Balance of $72,000,000 was contributed to CGCMT 2015-GC31.Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, 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 $345,000,000.
	 	 	 
	11	 	The Original Balance
    of $24,500,000 represents the note A-1-4-1 of a $355,000,000 whole loan evidenced by five senior pari passu notes and two
    junior pari passu notes. The pari passu senior companion loans are evidenced by (i) (a) Note A-1-1 and Note A-1-2, which had
    an aggregate original principal balance  of $127,800,000 and were contributed to the MSCCG 2015-ALDR transaction,
    (b) Note A-1-3, which had an original principal balance of $50,400,000 is expected to be contributed to the MSC 2015-MS1 transaction
    and (c) Note A-1-4-2 which had an original principal balance of $24,500,000 and is expected to be contributed to a future
    securitization. The two pari passu junior notes (Note A-2-1 and Note A-2-2) had an aggregate original balance of $127,800,000
    and were contributed to the MSCCG 2015-ALDR transaction. Unless otherwise indicated, all LTV Ratio, DSCR, Debt Yield and Cut-off
    Date Balance per SF/Unit calculations are calculated based upon the five senior pari passu notes only.
	 	 	 
	12	 	The lockout period will
    be at least 25 payment dates beginning with and including the first Due Date of July 1, 2015. For the purposes of this free
    writing prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2015-GC32 securitization
    closing date in July 2015. The actual lockout period may be longer.
	 	 	 
	13	 	The Mortgage Loan amortizes
    based on a non-standard amortization schedule and the Underwritten NCF DSCR is calculated based on the Average Debt Service
    of the five senior notes totaling $227,200,000 for the 12-month period starting August 1, 2015. See Annex G in the Free Writing
    Prospectus for the related amortization schedule.
	 	 	 
	14	 	This Mortgage Loan has
    a one-time only 2-day grace period, only in the event of (i) a trigger period exists and (ii) sufficient funds are on deposit
    to pay such amounts but have not been transferred to the cash management account.
	 	 	 
	15	 	The Borrower is required
    to deposit $7,667 monthly into a joint TI/LC/CapEx reserve. The joint TI/LC/CapEx reserve is capped at $276,000.
	 	 	 
	16	 	With respect to the Hampton
    Inn Idaho Falls Airport and La Quinta Inn & Suites Idaho Falls Mortgage Loans, which are cross-collateralized and cross-defaulted
    with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten
    Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
	 	 	 
	17	 	On each monthly Due Date
    beginning in August 2016, the borrower is required to fund the FF&E reserve in an amount equal to one-twelfth of 4% of
    annual gross revenue.
	 	 	 
	18	 	On each Due Date occurring
    in the months of August and September of 2015, the borrower will be required to deposit an amount equal to $31,750 into a
    seasonality reserve, which can be used to cover debt service payments on the Due Dates in October, November, December, January,
    February and March of each year. If  during the term of the loan the balance of the seasonality reserve is below
    $127,000, the borrower will be required to deposit on the next monthly Due Date in April, May, June, July, August or September
    an amount equal to $21,167 until the balance in the seasonality reserve is again equal to $127,000. If at any time after the
    due date in July 2018, the net cash flow at the Hampton Inn Idaho Falls Airport Mortgaged Property is greater than or equal
    to $996,938, all funds in the seasonality reserve will be released back to the borrower and the borrower will no longer be
    obligated to make deposits into the seasonality reserve.
	 	 	 
	19	 	On each Due Date occurring
    in the months of August and September of 2015, the borrower will be required to deposit an amount equal to $14,000 into a
    seasonality reserve, which can be used to cover debt service payments on the Due Dates in October, November, December, January,
    February and March of each year. If during the term of the loan the balance of the seasonality reserve is below $56,000, the
    borrower will be required to deposit on the next monthly Due Date in April, May, June, July, August or September an amount
    equal to $9,334 until the balance in the seasonality reserve is again equal to $56,000. If at any time after the due date
    in July 2018, the net cash flow at the La Quinta Inn & Suites Idaho Falls Mortgaged Property is greater than or equal
    to $689,092, all funds in the seasonality reserve will be released back to the borrower and the borrower will no longer be
    obligated to make deposits into the seasonality reserve.
	 	 	 
	20	 	The Ongoing TI/LC Reserve
    monthly deposit will decrease from $16,029 to $6,411 beginning on the monthly Due Date on August 6, 2016 and continuing until
    the Mortgage Loan’s maturity date.
	 	 	 
	21	 	The Ongoing Replacement
    Reserve monthly deposit will decrease from $6,156 to $1,539 beginning on the monthly Due Date on August 6, 2017 and continuing
    until the Mortgage Loan’s maturity date.
	 	 	 
	22	 	The seasonal working
    capital reserve will be collected on each Due Date from July through October with a cap of $83,000. Upon the DSCR as defined
    in the loan documents being above 1.20x for 24 consecutive calendar months, the seasonal working capital reserve deposits
    will be suspended.
	 	 	 
	23	 	The Ongoing TI/LC Reserve
    monthly deposit will decrease from $12,201 to $5,895 beginning on the August 2016 payment and continuing until the Mortgage
    Loan’s maturity date.
	 	 	 
	24	 	The borrower is required
    to deposit $2,015 monthly into a joint TI/LC/CapEx reserve. The joint TI/LC/CapEx reserve is capped at $300,000.
	 	 	 
	25	 	The TI/LC Reserve is
    subject to a cap of $75,000, or upon the renewal of leases for a term of not less than five years at market rent by Corner
    Bakery and Rubio’s, the cap is reduced to $50,000.
	 	 	 
	26	 	At origination, $30,000
    was deposited into the Seasonality Reserve Fund.  Such funds may be used for the payment of all or part of any monthly
    debt service payment amount during any period other than that in which Spring Prepaid Rent occurs. Upon the reserve balance
    falling below $30,000, the Spring Prepaid Rent will be applied toward the Seasonality Reserve. If at any time the balance
    in the Seasonality Reserve account is below $30,000, all Spring Prepaid Rent shall be deposited with lender, as defined in
    the loan agreement, within three (3) business days of receipt until the balance in the account is again $30,000.  


 



    	 



    	 



    






 


EXHIBIT
Q


 


LIST
OF AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR


 


The
following Person shall be the Authorized Representative of the Depositor until such time as such Person notifies the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, and the Custodian in writing of the identity of a successor
Authorized Representative of the Depositor:


 


Leah
Nivison

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Phone number: (212) 357-2702

Telecopy number: (212) 428-1439

E-mail address: gs-cmbs17g5surveillance@gs.com


 






    	Exhibit Q-1



    	 



    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: Report will be delivered annually (after the occurrence and during the continuance of a Control Termination Event) no
later than [INSERT DATE]. 


Transaction:
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 


Operating
Advisor: [                    
] 


Special
Servicer: [                    
] 


Controlling
Class Representative: [                     ]


 


I.                   Population
of Mortgage Loans that Were Considered in Compiling This Report


 


[   
] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)          [   
] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(b)          [   
] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced
Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.


 


II.                 Executive
Summary


 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer, as well
as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities
to service certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating Advisor’s
requirements outlined in the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes, does not
believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s obligations
under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans. In addition,
the Operating Advisor notes


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. 
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    	Exhibit R-1



    	 



    




 


the
following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


Reviewed
any assessment of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing
Agreement with respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction
calculations and [LIST OTHER REVIEWED INFORMATION] for the following [    ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


III.                Specific
Items of Review


 


1.            The
Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.            During
the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of
issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.
The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations
generally included the following: [LIST].


 


3.            Appraisal
Reduction calculations and net present value calculations:


 


(a)          The
Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the Special Servicer.


 


(b)          The
Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


(c)          After
consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


4.            The
following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.            In
addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL
ITEMS].


 






    	Exhibit R-2



    	 



    

 


IV.               Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.            In
accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and the Controlling Class Representative’s discussion(s) regarding any Specially Serviced
Loan. The Operating Advisor does not have authority to speak with the Controlling Class Representative directly pursuant to the
Pooling and Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer
in gathering the relevant information to generate this report.


 


2.            The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.            Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.            The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If
investors have questions regarding this report, they should address such questions to the Certificate Administrator through the
Certificate Administrator’s Website.


 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 


[                     ]


 





	By:	 	 



Name: 


Title:


 






    	Exhibit R-3



    	 



    




 


EXHIBIT
S


 


SUBSERVICING
AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name	Sub-Servicer’s
    Duties
	Bassett
    Place	Holliday
    Fenoglio Fowler, L.P. 	Non-Cashiering
	Doubletree
    Tallahassee	Grandbridge
    Real Estate Capital LLC	Cashiering
	Palomar
    Point	GEMSA
    Loan Services, L.P.	Cashiering
	Torrey
    Place Apartments	Columbia
    National	Non-Cashiering
	Amsdell
    FL/NJ Self Storage Portfolio	RiverCore
    Servicing, LLC	Non-Cashiering
	Hampton
    Inn Idaho Falls Airport	Bernard
    Financial Corporation	Cashiering
	La
    Quinta Inn & Suites Idaho Falls	Bernard
    Financial Corporation	Cashiering
	Flamingo
    Retail	NorthMarq
    Capital, LLC	Non-Cashiering
	Millennium
    Business Center	GEMSA
    Loan Services, L.P.	Non-Cashiering
	ART
    Multi-State Portfolio II	Berkeley
    Point Capital, LLC	Non-Cashiering
	Rio
    Linda Shopping Center	Berkeley
    Point Capital, LLC	Non-Cashiering
	Huntsville
    Portfolio	Berkeley
    Point Capital, LLC	Non-Cashiering
	Brook
    Run Shopping Center	Berkeley
    Point Capital, LLC	Non-Cashiering
	Southeast
    Plaza	Berkeley
    Point Capital, LLC	Non-Cashiering
	Holiday
    Inn Bolingbrook	Berkeley
    Point Capital, LLC	Non-Cashiering
	Beaver
    Ruin Village I & II	Berkeley
    Point Capital, LLC	Non-Cashiering
	Maplewood
    Mixed Use	Berkeley
    Point Capital, LLC	Non-Cashiering
	CSRA
    Food Lion Portfolio I	Berkeley
    Point Capital, LLC	Non-Cashiering
	Four
    Points Sheraton Columbus Airport	Berkeley
    Point Capital, LLC	Non-Cashiering
	Midwest
    Retail Portfolio	Berkeley
    Point Capital, LLC	Non-Cashiering
	Delray
    Pointe	Berkeley
    Point Capital, LLC	Non-Cashiering
	Moraga
    Plaza	Berkeley
    Point Capital, LLC	Non-Cashiering
	CVS
    Jersey Shore	Berkeley
    Point Capital, LLC	Non-Cashiering
	Shoppes
    of Old Peachtree	Berkadia
    Commercial Mortgage LLC	Cashiering
	Binford
    Shoppes	Grandbridge
    Real Estate Capital LLC	Cashiering





 






    	Exhibit S-1



    	 



    




 


EXHIBIT
T


 


FORM
OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wells
Fargo Bank, National Association

as Trustee 


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)


 


Wells
Fargo Bank, National Association

as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045 


Attention:
Corporate Trust Services – GS 2015-GC32


 


CWCapital
Asset Management LLC 


as
Special Servicer 


7501
Wisconsin Avenue, Suite 500 West 


Bethesda,
Maryland 20814 


Attention:
Brian Hanson


 


Re:          GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer, on behalf
of the holders of GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the
“Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with the Pooling
and Servicing Agreement, it is our assessment that [________], in its current capacity as Special Servicer, is not [performing
its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


 






    	Exhibit T-1



    	 



    

 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
	 	By: 	 
	 	 	Name:
Title:



 


Dated:


 






    	Exhibit T-2



    	 



    

  


EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.03 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator and each Other
Depositor and Other Exchange Act Reporting Party to which such information is relevant for Exchange Act reporting purposes, any
information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent
such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required
to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if
any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such
party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus Supplement. For this GS 2015-GC32 Pooling and Servicing Agreement, each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
                                         1: Distribution and Pool Performance Information

         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
Administrator 

        Depositor 

        Master
Servicer

(only with respect to Item 1121(a)(12)

as to non-Specially Serviced Loans) 

        Special
Servicer

(only with respect to Item 1121(a)(12)

as to Specially Serviced Loans) 

	Item
                                         2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
the Trustee, the Master Servicer and the Special Servicer as to the Trust (in the case of the Master Servicer and the Special
Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator
and 1100(d)(1)



 






    	Exhibit U-1



    	 



    




 


	 	party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to
    any party under Item 1100(d)(1) of Regulation AB)
	Item
    3: Sale of Securities and Use of Proceeds	Depositor
	Item
    4: Defaults Upon Senior Securities	Certificate
    Administrator

    Trustee
	Item
    5: Submission of Matters to a Vote of Security Holders	Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”) 

        Special
Servicer (as to REO Properties) 

	Item
    7: Significant Enhancement Provider Information	Depositor
	Item
    8: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    9: Exhibits	Certificate
Administrator (as to the Distribution Date Statement) 

        Depositor 

	 	 






    	Exhibit U-2



    	 



    

 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and any Other
Depositor and Other Exchange Act Reporting Party to which such disclosure is relevant for Exchange Act reporting purposes, any
information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent
such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required
to be provided in connection with Item 1112(b) below, possession) (in each case, after complying with its affirmative obligations,
if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to
such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus Supplement. For this GS 2015-GC32 Pooling and Servicing Agreement, each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
                                         1B: Unresolved Staff Comments

         
	Depositor
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
Administrator 

        Depositor 

	Additional
                                         Item:

         

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer as to the Trust (in
    the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation),
    (iv) each Sponsor as to itself and as to each 1110(b) originator



 






    	Exhibit V-1



    	 



    




 


	 	and 1100(d)(1) party relating to a Mortgage Loan sold by
    such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional
Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a)
    affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
    the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a)
    affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
    the Master Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as
    to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor,
    (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of
    Regulation AB)
	Additional
Item: 

        Disclosure
        per Item 1112(b) of Regulation AB

         
	Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”) 

        Special
Servicer (as to REO Properties)

	Additional
Item: 

        Disclosure
per Items 1114(b)(2) and 1115(b) of Regulation AB 
	Depositor
	 	 


 






    	Exhibit V-2



    	 



    

 


EXHIBIT
W



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA EMAIL TO CMBSTRANSACTIONS@USBANK.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


9062 Old Annapolis Road

Columbia, Maryland 21045-1951 


Attention:
Corporate Trust Services – GS 2015-GC32


 


GS Mortgage
Securities Corporation II 


200
West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [   ] of the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management LLC, as Special Servicer, the undersigned,
as [           ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                              ], phone number: [        ]; email address: [                  ].


  



    	Exhibit W-1



    	 



    







 


	 	[NAME
OF PARTY],

as [role]
	 	 
	 	By: 	 
	 	 	Name:
Title:










    	Exhibit W-2



    	 



    

 





EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


Re:        GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer


 


I,
[identifying the certifying individual], certify that:


 


1.           I
have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed in respect of period covered
by this annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.           Based
on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.           Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act Periodic Reports;


 


4.           Based
on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except
as disclosed in the Exchange Act Periodic Reports, the master servicer and the special servicer have fulfilled their obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.           All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer][Certificate Administrator][Trustee]


 






    	Exhibit X-1



    	 



    

 


Date:_________________________


 





	 	 
	[Signature]

[Title]	 






 






    	Exhibit X-2



    	 



    




 


EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


Re:       GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer


 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to GS Mortgage Securities Corporation
II and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


1.            I
have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D required to be filed in respect
of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.            Based
on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.             Based
on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator
pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports;
and


 


4.             The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in
accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date:_________________________


 


[                       ]


 






    	Exhibit Y-1-1



    	 



    




 





	By:	 	 
	 	[Name]	 



 






    	Exhibit Y-1-2



    	 



    

 




EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to GS Mortgage Securities Corporation II and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


	(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         relating to the Trust delivered by the Master Servicer to the Certificate Administrator
                                         covering the fiscal year 20__;



 


	(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information in these reports, taken as a whole, does not contain any untrue statement
                                         of a material fact or omit to state a material fact necessary to make the statements
                                         made, in light of the circumstances under which such statements were made, not misleading
                                         with respect to the period covered by these servicing reports;



 


	(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator
                                         by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing
                                         reports delivered by the Master Servicer to the Certificate Administrator;



 


	(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the compliance review conducted in preparing the servicer compliance
                                         statement required under Section 10.07 of the Pooling and Servicing 



 



    	Exhibit Y-2-1



    	 



    



 


	 	Agreement with respect
                                         to the Master Servicer, and except as disclosed in such compliance statement delivered
                                         by the Master Servicer under Section 10.07 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such review applies; and



 


	(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.08
                                         and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses
1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of
such certification.  





	 	 	 
	Date:   	 	 
	 	 	 
	[                              ]
	 	 	 
	By:		 	 
	[Name] 





 



    	Exhibit Y-2-2



    	 



    

 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer



 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to GS Mortgage Securities Corporation II and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     Based
on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these servicing reports;


 


2.     Based
on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing
reports delivered by the Special Servicer to the Master Servicer;


 


3.     I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except
as disclosed in such compliance statement delivered by the Special Servicer under Section 10.07 of the Pooling and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year
to which such review applies; and


 


4.     The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and


 



    	Exhibit Y-3-1



    	 



    


 


Section
10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


	 	 	 
	Date:   	 	 
	 	 	 
	[                              ]
	 	 	 
	By:		 	 
	[Name] 

[Title]




 



    	Exhibit Y-3-2



    	 



    


 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	GS
Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”),
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer



 


I,
[identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to GS Mortgage Securities Corporation II and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.05 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.     Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;


 


2.     Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in
the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.     I,
or an officer under my supervision, am responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided
to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.     The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.08 and
Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 




    	Exhibit Y-4-1



    	 



    


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties]. 





	 	 	 
	Date:   	 	 
	 	 	 
	[                              ]
	 	 	 
	By:		 	 
	[Name] 

[Title]








 



    	Exhibit Y-4-2



    	 



    


 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
10.06 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and each Other Depositor
and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is
set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party identified as such in the Prospectus Supplement. For this GS 2015-GC32 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements
it is a party to or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which the Depositor
(and no other party to the Pooling and Servicing Agreement) is a party) 

        Depositor 

	Item
    1.02- Termination of a Material Definitive Agreement	Master
Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements
it is a party to or entered into on behalf of the Trust) 

        Certificate
Administrator (other than as to agreements to which the Depositor (and no 




 



    	Exhibit Z-1



    	 



    


 


	 	other party to the Pooling and Servicing Agreement)
is a party)

Depositor 
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Sponsor as to itself
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
Servicer (as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it) 

        Trustee

Certificate Administrator

Depositor 

	Item
    6.03- Change in Credit Enhancement or External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01	Depositor
	Item
    9.01	Depositor


 



    	Exhibit Z-2



    	 



    


 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING REQUESTED
BY: 


{insert address}


 


	SPACE
ABOVE THIS LINE FOR RECORDER’S USE





 


LIMITED
POWER OF ATTORNEY


  


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
(“Trustee”), hereby constitutes and appoints Master Servicer, and in its name, aforesaid Attorney-In-Fact,
by and through any duly appointed officers and employees, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (7) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling and Servicing
Agreement”) between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer (the “Master Servicer”), CWCapital Asset Management LLC, as Special
Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator and
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of GS Mortgage Securities Trust 2015-GC32, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”) 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 Master Servicer’s responsibilities to service certain mortgage
loans (the “Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of
mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively the “Security Instruments”), in each case, encumbering any and
all real and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


1.          Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance
of statements of breach, notices of default, and/or notices


 



    	AA-1-1



    	 



    



 


of sale, accepting deeds in lieu of foreclosure, evicting (to the
extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or
non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud
and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.          Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Master Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.          Transact
business of any kind to pressure the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.


 


4.          Obtain
an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract
for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory
note or performance of any obligation or agreement.


 


5.          Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements,
leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of the Trustee.


 


6.          Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.


 


7.          Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 



    	AA-1-2



    	 



    


 


The
Master Servicer hereby agrees to indemnify and hold 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 Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National
Association, as Trustee under the Agreement.


 


Witness my hand and
seal this       day of                   ,
2015. 




	 	 	 	 	 
	NO CORPORATE SEAL	 	Wells Fargo Bank, National Association, as Trustee,
    for GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President     
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President     
	 	 	 	 
	 	 	 	 
	Attest:	, Trust
    Officer	 	 	 




 




    	AA-1-3



    	 



    


  


State
of [Maryland]


County
of [Columbia]


 


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 [Maryland] that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


	 	 



Notary
signature


 



    	AA-1-4



    	 



    
 






EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER 


 


RECORDING
REQUESTED BY:


 


{insert
address}








 





 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE 


  


LIMITED
POWER OF ATTORNEY 


 


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
(“Trustee”), hereby constitutes and appoints Special Servicer, and in its name, aforesaid Attorney-In-Fact,
by and through any duly appointed officers and employees, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement dated as of July 1, 2015 (the “Pooling and Servicing
Agreement”) between GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer (the “Master Servicer”), CWCapital Asset Management LLC, as Special
Servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator and
Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of GS Mortgage Securities Trust 2015-GC32, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC32 (the “Trust”) and no power is granted hereunder to take
any action that would be adverse to the interests of Wells Fargo Bank, National Association or the Certificateholders of the Trust.


 


This
Limited Power of Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power
of Attorney is being issued in connection with Special Servicer’s responsibilities to service certain mortgage loans (the
“Mortgage Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages
or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of
security instruments (collectively the “Security Instruments”), in each case, encumbering any and all real
and personal property delineated therein (the “Mortgaged Properties”) and the Notes secured thereby. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


1.          Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the
extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or
non-


 






    	Exhibit AA-2-1



    	 



    

 


judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud
and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.          Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.          Transact
business of any kind to preserve the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.


 


4.          Obtain
an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract
for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory
note or performance of any obligation or agreement.


 


5.          Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements,
leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of the Trustee.


 


6.          Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.


 


7.          Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loans.


 


8.          Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special
Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.


 


9.          Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Mortgage Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such
purpose, and the execution or requests to the trustees to accomplish the same.


 






    	Exhibit AA-2-2



    	 



    

 


10.        Convey
the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned,
or convey title to real estate owned property (“REO Property”).


 


11.        Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property to a party
contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Special Servicer hereby agrees to indemnify and hold 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 Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National
Association, as Trustee under the Agreement.


 






    	Exhibit AA-2-3



    	 



    

  


Witness
my hand and seal this           day of                      ,
2015. 


 


	NO CORPORATE SEAL	 	Wells Fargo Bank, National Association, as Trustee, for GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32
	 	 	 	 
		 	By:	 
	Witness:	 	 	, Vice President
		 	 	 
	Witness:	 	 	 
	 	 	 	 
	Attest:                       , Assistant Secretary	 	 	 









 


State
of [Maryland] 


County
of [Columbia]


 


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 [Maryland] that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal. 





	 	 






 


Notary
signature


 






    	Exhibit AA-2-4



    	 



    

  


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE 


 





 


	Distribution

                                         Date 
	 	Balance 

	8/10/2015	 	$84,984,000.00
	9/10/2015	 	$84,984,000.00
	10/10/2015	 	$84,984,000.00
	11/10/2015	 	$84,984,000.00
	12/10/2015	 	$84,984,000.00
	1/10/2016	 	$84,984,000.00
	2/10/2016	 	$84,984,000.00
	3/10/2016	 	$84,984,000.00
	4/10/2016	 	$84,984,000.00
	5/10/2016	 	$84,984,000.00
	6/10/2016	 	$84,984,000.00
	7/10/2016	 	$84,984,000.00
	8/10/2016	 	$84,984,000.00
	9/10/2016	 	$84,984,000.00
	10/10/2016	 	$84,984,000.00
	11/10/2016	 	$84,984,000.00
	12/10/2016	 	$84,984,000.00
	1/10/2017	 	$84,984,000.00
	2/10/2017	 	$84,984,000.00
	3/10/2017	 	$84,984,000.00
	4/10/2017	 	$84,984,000.00
	5/10/2017	 	$84,984,000.00
	6/10/2017	 	$84,984,000.00
	7/10/2017	 	$84,984,000.00
	8/10/2017	 	$84,984,000.00
	9/10/2017	 	$84,984,000.00
	10/10/2017	 	$84,984,000.00
	11/10/2017	 	$84,984,000.00
	12/10/2017	 	$84,984,000.00
	1/10/2018	 	$84,984,000.00
	2/10/2018	 	$84,984,000.00
	3/10/2018	 	$84,984,000.00
	4/10/2018	 	$84,984,000.00
	5/10/2018	 	$84,984,000.00
	6/10/2018	 	$84,984,000.00
	7/10/2018	 	$84,984,000.00
	8/10/2018	 	$84,984,000.00
	9/10/2018	 	$84,984,000.00
	10/10/2018	 	$84,984,000.00
	11/10/2018	 	$84,984,000.00
	12/10/2018	 	$84,984,000.00
	1/10/2019	 	$84,984,000.00
	2/10/2019	 	$84,984,000.00
	3/10/2019	 	$84,984,000.00
	4/10/2019	 	$84,984,000.00
	5/10/2019	 	$84,984,000.00
	6/10/2019	 	$84,984,000.00
	7/10/2019	 	$84,984,000.00
	8/10/2019	 	$84,984,000.00
	9/10/2019	 	$84,984,000.00
	10/10/2019	 	$84,984,000.00
	11/10/2019	 	$84,984,000.00
	12/10/2019	 	$84,984,000.00
	1/10/2020	 	$84,984,000.00
	2/10/2020	 	$84,984,000.00
	3/10/2020	 	$84,984,000.00
	4/10/2020	 	$84,984,000.00
	5/10/2020	 	$84,984,000.00
	6/10/2020	 	$84,984,000.00
	7/10/2020	 	$84,983,537.98



 





 


	Distribution

                                         Date 
	 	Balance 

	8/10/2020	 	$83,708,934.79
	9/10/2020	 	$82,429,469.82
	10/10/2020	 	$81,047,291.17
	11/10/2020	 	$79,757,670.21
	12/10/2020	 	$78,365,625.44
	1/10/2021	 	$77,065,771.60
	2/10/2021	 	$75,760,958.99
	3/10/2021	 	$74,160,131.35
	4/10/2021	 	$72,844,224.47
	5/10/2021	 	$71,426,643.99
	6/10/2021	 	$70,100,305.14
	7/10/2021	 	$68,672,590.41
	8/10/2021	 	$67,335,740.58
	9/10/2021	 	$65,993,789.85
	10/10/2021	 	$64,550,908.82
	11/10/2021	 	$63,198,328.88
	12/10/2021	 	$61,745,122.00
	1/10/2022	 	$60,381,832.34
	2/10/2022	 	$59,013,340.21
	3/10/2022	 	$57,354,774.59
	4/10/2022	 	$55,974,721.70
	5/10/2022	 	$54,494,825.92
	6/10/2022	 	$53,103,855.17
	7/10/2022	 	$51,546,184.60
	8/10/2022	 	$50,082,888.07
	9/10/2022	 	$48,614,008.59
	10/10/2022	 	$47,039,757.73
	11/10/2022	 	$45,559,264.57
	12/10/2022	 	$43,973,731.51
	1/10/2023	 	$42,481,536.74
	2/10/2023	 	$40,983,648.04
	3/10/2023	 	$39,183,560.72
	4/10/2023	 	$37,673,079.13
	5/10/2023	 	$36,058,413.54
	6/10/2023	 	$34,536,003.25
	7/10/2023	 	$32,909,749.41
	8/10/2023	 	$31,375,320.09
	9/10/2023	 	$29,835,034.60
	10/10/2023	 	$28,191,415.74
	11/10/2023	 	$26,638,975.85
	12/10/2023	 	$24,983,549.48
	1/10/2024	 	$23,418,863.15
	2/10/2024	 	$21,848,204.43
	3/10/2024	 	$20,078,608.04
	4/10/2024	 	$18,495,194.17
	5/10/2024	 	$16,809,677.83
	6/10/2024	 	$15,213,782.92
	7/10/2024	 	$13,516,141.74
	8/10/2024	 	$11,907,671.24
	9/10/2024	 	$10,293,060.14
	10/10/2024	 	$8,577,236.93
	11/10/2024	 	$6,949,908.48
	12/10/2024	 	$5,221,730.86
	1/10/2025	 	$3,581,588.72
	2/10/2025	 	$1,935,184.27
	3/10/2025	 	$438.33
	4/10/2025 and

thereafter	 	$0.00


 








 






    	Exhibit BB-1



    	 



    

  


EXHIBIT
CC-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 





	 	Re:	GS Mortgage Securities
    Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32	 














  


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital
Asset Management LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    	Exhibit CC-1-1



    	 



    

 









	 	 	 
	 	Very
truly yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 











 






    	Exhibit CC-1-2



    	 



    




  


EXHIBIT
CC-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


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 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32	 














   


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital
Asset Management LLC, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as
the Depositor and the Master Servicer, that:


 


1.         The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.         The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor


 






    	Exhibit CC-2-1



    	 



    

 


substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor have received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.         The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.         Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.         The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.         The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 


7.         The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a


 






    	Exhibit CC-2-2



    	 



    

 


violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as
a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or
any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and
only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the
Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Persons’
auditors, legal counsel and regulators.


 


8.         The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.










	 	 	 
	 	Very
truly yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title 











 






    	Exhibit CC-2-3



    	 



    




 


EXHIBIT
DD


 


FORM
OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s
                                         Investors Service, Inc.

                                         7 World Trade Center

                                         New York, New York 10007

                                         Attention: Commercial Mortgage Surveillance Group

                                         Fax number: (212) 553-0300



 


			Kroll
                                         Bond Rating Agency, Inc.

                                         845 Third Avenue, 4th Floor

                                         New York, New York 10022

                                         Attention: CMBS Surveillance

                                         Fax number: (646) 731-2395



 


			Fitch
                                         Ratings, Inc.

                                         33 Whitehall Street

                                         New York, New York 10004

                                         Attention: US CMBS Surveillance

                                         Fax number: (212) 635-0295



 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement
                                         dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC,
                                         as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Master Servicer and CWCapital Asset Management LLC, as Special Servicer.



 


		Date:	____________,
                                         20___



 


		Re:	____________
                                         Commercial Mortgage Pass-Through Certificates, Series 2015-GC32 Mortgage Loan (the “Mortgage
                                         Loan”) heretofore secured by real property known as ____________.



 


Capitalized
terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE
STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE
SERVICING STANDARD SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING
TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES


 






    	Exhibit DD-1



    	 



    

 


OF
SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.


 


We
hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


1.         The
Mortgagor has consummated a defeasance of the Mortgage Loan of the type checked below:**


 


____
 a full defeasance of the entire outstanding principal balance ($____________) of the Mortgage Loan; or


 


____
 a partial defeasance of a portion ($____________) of the Mortgage Loan that represents ___% of the entire principal balance of
the Mortgage Loan ($____________).


 


2.         The
defeasance was consummated on ____________, 20__.


 


3.         The
defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.


 


[Include
the following if there is pari passu or AB debt:


 


4.         In
accordance with the Loan Documents, the defeasance occurred such that:


 


____
Promissory Notes A and B were defeased simultaneously in their entirety; or


 


____
Promissory Note B was paid off in full.]


 


5.         To
the knowledge of the Master Servicer any other debt related to the Mortgage Loan (including mezzanine debt, senior secured debt,
pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe
debt and holder of the debt and if it was paid off or defeased].


 


6.         The
defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct
debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage
Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii)


 






    	Exhibit DD-2



    	 



    

 


are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		•	Such
                                         securities are eligible under TLGP;



 


		•	The
                                         master servicer (and the trustee, if it serves as the back-up advancing agent for the
                                         transaction) has waived its right to (i) collect interest on advances made on behalf
                                         of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making
                                         demand on the FDIC;



 


		•	If
                                         the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the
                                         criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance
                                         collateral to cover potential delays in receipt of the balloon payment;



 


		•	The
                                         TLGP securities mature before June 30, 2012; and



 


		•	The
                                         master servicer’s error and omissions insurance policy covers losses to the CMBS
                                         trust caused by the master servicer’s failure to make timely demand on the FDIC’s
                                         guarantee.



 


7.         After
the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is
the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions
in its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor
with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator
of the Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard &
Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s
criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor)
real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.         If
such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the
Certificates, as of the date of the most recent Paying Agent’s Monthly Certificateholder Report received by the Master Servicer
(the “Current Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v)
above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.         The
defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 






    	Exhibit DD-3



    	 



    

 


10.       The
securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan
documents (the “Scheduled Payments”).


 


11.       The
Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from the
defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Scheduled Payments including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection
with a partial defeasance) on its Maturity Date, (ii) except as otherwise disclosed in the written report from an independent
certified public accountant, [and disclosed below,] the revenues received in any month from the defeasance collateral will be
applied to make Scheduled Payments within four (4) months after the date of receipt, (iii) the defeasance collateral is not callable
prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance Obligor in
any tax year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date will occur, when interest income
will exceed interest expense.


 


12.       The
Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause the
Trust to fail to qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and
the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii)
the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.       The
agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide
for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering
the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii)
permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Mortgage
Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially
as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations
and covenants.


 


14.       The
outstanding principal balance of the Mortgage Loan immediately before the defeasance was less than $35,000,000 and less than 5%
of the aggregate certificate balance of the Certificates as of the date of the Current Report. The Mortgage Loan is not one of
the ten (10) largest loans in the Pool as of the date of the Current Report.


 


15.       Copies
of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items
delivered in connection with the defeasance will be provided to you upon request.


 






    	Exhibit DD-4



    	 



    

 


16.       The
individual executing this notice is an authorized officer or a servicing officer of the Master Servicer. 


 


IN
WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above. 













	 	 	 
	 	[MASTER
SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 











  



    	Exhibit DD-5



    	 



    




 


EXHIBIT
A


 


Exceptions


 






    	Exhibit DD-6



    	 



    

  




EXHIBIT
B


 


Sample
Perfected Security Interest Representations


 


General:


 


1.          [The
defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note
that “Collateral” means securities, permitted investments and other assets credited to securities accounts.


 


1.          The
[Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.          All
of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning
of the UCC.


 


Creation:


 


1.          The
Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.          [Debtor]
has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its
interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.          [Debtor]
has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral,
Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.          [Debtor]
has delivered to [Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank
has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing
disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.          [Debtor]
has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person
having a security entitlement against the securities intermediary in the [Securities Account].


 


4.          To
the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder
of the [Deposit Account].


 



    	Exhibit DD-7



    	 



    


 


Priority:


 


1.          Other
than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien
filings against [Debtor].


 


2.          The
[Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The
[Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].


 



    	Exhibit DD-8



    	 



    

 


EXHIBIT
EE


 


FORM
OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE CERTIFICATES


 


[Date]


 


[Certificateholder
Letterhead]


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention: Corporate
Trust Services (CMBS)


  


Wells Fargo Bank,
National Association


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention: Corporate
Trust Services – GS 2015-GC32


Via email: cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	GS
                                         Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series
                                         2015-GC32



 


Ladies and Gentlemen:


 


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of July 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Park Bridge Lender Services LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and CWCapital Asset Management LLC, as Special Servicer, and executed in connection with the above referenced
transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates
described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and that such
power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice
and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto
and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon
received after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto.
We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portions of the Exchangeable Certificates surrendered in exchange shall be
reduced and our interest in the portion of the Exchangeable Certificate received in such exchange shall be increased.


  


[[If
Applicable] Our Depository participant number is [________].]


 



    	Exhibit EE-1



    	 



    


 


Capitalized
terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.          


 


Sincerely,


 


[_____________]


 


	By:	 	 
	 	Name:
Title:	 




 


[Medallion Stamp Guarantee]


 



    	Exhibit EE-2



    	 



    


 


EXHIBIT
FF


 


FORM
OF NOTICE REGARDING

NON-SERVICED MORTGAGE LOAN


  


[Date] 


 


	[Other
    Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]




	[Other
    Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]




	[Other
    Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	 


 


		Re:	[Other
Securitization Trust]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as Certificate Administrator and as Trustee, [_____], as Operating Advisor, [_____],
as Master Servicer, and [_____], as Special Servicer. Capitalized terms used but not defined herein shall have the meanings given
to them in the Other Pooling and Servicing Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of July 1, 2015 (the
“GC32 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 “GC32 Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “GC32 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor,
Wells Fargo Bank, National Association, as certificate administrator (the “GC32 Certificate Administrator”)
and as trustee (the “GC32 Trustee”), pursuant to which the GS Mortgage Securities Trust 2015-GC32 (the “GC32
Trust”) was established and the [Dallas Market Center][Kaiser Center][Selig Office Portfolio][US StorageMart Portfolio][Alderwood
Mall] Companion Loan was transferred to the GC32 Trust as of July 31, 2015 (the “Closing Date”).


 




    	Exhibit FF-1



    	 



    


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.          Wells
Fargo Bank, National Association, as trustee under the GC32 PSA, is the holder of the [Dallas Market Center][Kaiser Center][Selig
Office Portfolio][US StorageMart Portfolio][Alderwood Mall] Companion Loan.


 


2.          You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC32
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 GC32 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of the [Dallas Market Center][Kaiser
Center][Selig Office Portfolio][US StorageMart Portfolio][Alderwood Mall] Companion Loan, under the [Other Pooling and Servicing
Agreement], and the [Dallas Market Center][Kaiser Center][Selig Office Portfolio][US StorageMart Portfolio][[Alderwood Mall] Companion
Loan Co-Lender Agreement, as applicable.


 


3.          The
contact information for the GC32 Trustee, the GC32 Certificate Administrator, the GC32 Master Servicer, the GC32 Special Servicer,
and the Companion Loan Holder Representative with respect to the [Dallas Market Center][Kaiser Center Companion][Selig Office
Portfolio][US StorageMart Portfolio][Alderwood Mall] Companion Loan are as follows:


 




	 	 	 
	GC32
    Trustee:	 	Wells
    Fargo Bank, National Association
	 	 	9062
    Old Annapolis Road
	 	 	Columbia,
    Maryland 21045-1951
	 	 	Attn:
    Corporate Trust Services – GS 2015-GC32
	 	 	 
	GC32
    Certificate Administrator:	 	Wells
    Fargo Bank, National Association
	 	 	9062
    Old Annapolis Road
	 	 	Columbia,
    Maryland 21045
	 	 	Attn:
    Corporate Trust Services – GS 2015-GC32
	 	 	 
	GC32
    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
	 	 	 
	GC32
    Special Servicer:	 	CWCapital
    Asset Management LLC
	 	 	7501
    Wisconsin Avenue, Suite 500 West
	 	 	Bethesda,
    Maryland 20814
	 	 	Attn:
    Brian Hanson
	 	 	 
	the
    [Dallas Market 	 	Seer
    Capital Partners Master Fund L.P.
	Center][Kaiser
    Center][Selig 	 	1177
    Avenue of the Americas, 34th Floor
	Office
    Portfolio][US	 	New
    York, NY 10036





 



    	Exhibit FF-2



    	 



    



	 	 	 
	StorageMart	 	fax
    number: (212) 850-2011
	Portfolio][Alderwood Mall]	 	Attention:
    Richard Parkus
	
    Companion Loan Holder	 	 






  


4.          The
GC32 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 GC32 PSA will be available upon request.  



	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 



    	Exhibit FF-3



    	 



    


 


EXHIBIT
GG


 


FORM
OF NOTICE REGARDING MEZZANINE LOAN DEFAULT


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services – GS 2015-GC32


 


Attention: CMBS –
GS Mortgage Securities Trust 2015-GC32, Commercial Mortgage Pass-Through Certificates, Series 2015-GC32


  


In
accordance with the definition of “Investor Certification” in the Pooling and Servicing Agreement, dated as of July
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Park Bridge Lender Services LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and CWCapital Asset Management
LLC, as Special Servicer, with respect to the above-referenced certificates, the undersigned hereby notifies you that it has received
notice that the following Mezzanine Lender has accelerated the Mezzanine Loan secured by equity interests in the Mortgagor identified
below and/or have commenced foreclosure proceedings against the related mezzanine collateral:


 


	


Mezzanine
    Lender	


Mortgagor
    Name	


Mortgaged
    Property Name
	
[_______]	
[_______]	
[_______]


  


As
set forth in the Pooling and Servicing Agreement, you are required to cause such Mezzanine Lender to re-submit any Investor Certification
previously delivered by such Mezzanine Lender, prior to allowing it access to the information on the Certificate Administrator’s
website, to the extent such information is accessible only to Privileged Persons.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	 





 



    	Exhibit GG-1