Exhibit 4.1


 


EXECUTION VERSION


 





GS MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


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

as Master Servicer


 


LNR PARTNERS, LLC,

as Special Servicer


 


Wells
Fargo Bank, National Association,

as Certificate Administrator and as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


November 1, 2019


 


GS Mortgage Securities Trust 2019-GSA1

Commercial Mortgage Pass-Through Certificates


 


Series 2019-GSA1


 




     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	ARTICLE I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	123
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	124
	Section 2.02	Acceptance by Trustee	129
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	131
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	148
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND
	SERVICING OF THE TRUST FUND
	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	149
	Section 3.02	Collection of Mortgage Loan Payments	156
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	161
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan Custodial Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account	166
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	172
	Section 3.06	Investment of Funds in the Collection Account, Servicing Accounts and the REO Accounts	183
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	185
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	190



 






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	Section 3.09	Realization Upon Defaulted Mortgage Loans and Companion Loans	196
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	200
	Section 3.11	Servicing Compensation	201
	Section 3.12	Inspections; Collection of Financial Statements	208
	Section 3.13	Access to Certain Information	214
	Section 3.14	Title to REO Property; REO Account	228
	Section 3.15	Management of REO Property	229
	Section 3.16	Sale of Defaulted Mortgage Loans and REO Properties	232
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	238
	Section 3.18	Modifications, Waivers, Amendments and Consents	241
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	250
	Section 3.20	Sub-Servicing Agreements	257
	Section 3.21	Interest Reserve Account	260
	Section 3.22	Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicer	261
	Section 3.23	Controlling Class Certificateholders and the Controlling Class Representative and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Holder and Risk Retention Consultation Party	261
	Section 3.24	Co-Lender Agreements	266
	Section 3.25	Rating Agency Confirmation	269
	Section 3.26	The Operating Advisor	271
	Section 3.27	Companion Paying Agent	279
	Section 3.28	Companion Register	280
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	280
	Section 3.30	Delivery of Excluded Information to the Certificate Administrator	282
	Section 3.31	Credit Risk Retention	283
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	283
	Section 3.33	Litigation Control	284
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	288
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	297
	Section 4.03	P&I Advances	303
	Section 4.04	Allocation of Realized Losses	306
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	307
	Section 4.06	Reserved	312
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	312
	Section 4.08	Secure Data Room	315



 






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	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	317
	Section 5.02	Form and Registration	317
	Section 5.03	Registration of Transfer and Exchange of Certificates	319
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	327
	Section 5.05	Persons Deemed Owners	328
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	328
	Section 5.07	Maintenance of Office or Agency	329
	Section 5.08	Appointment of Certificate Administrator	329
	Section 5.09	Voting Procedures for Certificates	330
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER AND THE RISK RETENTION CONSULTATION PARTY
	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	331
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	337
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	337
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	339
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	344
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	345
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	345
	Section 6.08	The Directing Holder and the Risk Retention Consultation Party	345
	Section 6.09	Rating Agency Surveillance Fees	354
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	354
	Section 7.02	Trustee to Act; Appointment of Successor	363



 






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	Section 7.03	Notification to Certificateholders	365
	Section 7.04	Waiver of Servicer Termination Events	365
	Section 7.05	Trustee as Maker of Advances	366
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	366
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	368
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	370
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	371
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	371
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	372
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	373
	Section 8.08	Successor Trustee or Certificate Administrator	376
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	376
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	377
	Section 8.11	Appointment of Custodians	378
	Section 8.12	Representations and Warranties of the Trustee	378
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	379
	Section 8.14	Representations and Warranties of the Certificate Administrator	379
	Section 8.15	Compliance with the PATRIOT Act	381
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	381
	Section 9.02	Additional Termination Requirements	385
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	385
	Section 10.02	Use of Agents	389
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	389
	Section 10.04	Appointment of REMIC Administrators	389



 






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	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	390
	Section 11.02	Succession; Subcontractors	391
	Section 11.03	Filing Obligations	393
	Section 11.04	Form 10-D and Form ABS-EE Filings	394
	Section 11.05	Form 10-K Filings	398
	Section 11.06	Sarbanes-Oxley Certification	400
	Section 11.07	Form 8-K Filings	402
	Section 11.08	Form 15 Filing	403
	Section 11.09	Annual Compliance Statements	404
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	405
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	407
	Section 11.12	Indemnification	409
	Section 11.13	Amendments	411
	Section 11.14	Regulation AB Notices	411
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	412
	Section 11.16	Certain Matters Regarding Significant Obligors	417
	Section 11.17	Impact of Cure Period	417
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	417
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	424
	Section 12.03	Resignation of the Asset Representations Reviewer	425
	Section 12.04	Restrictions of the Asset Representations Reviewer	426
	Section 12.05	Termination of the Asset Representations Reviewer	426
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	429
	Section 13.02	Recordation of Agreement; Counterparts	433
	Section 13.03	Limitation on Rights of Certificateholders	434
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	434
	Section 13.05	Notices	435
	Section 13.06	Severability of Provisions	440
	Section 13.07	Grant of a Security Interest	440
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	441



 






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	Section 13.09	Article and Section Headings	441
	Section 13.10	Notices to the Rating Agencies	442
	Section 13.11	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	443
	Section 13.12	PNC Bank, National Association	444







 






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EXHIBITS


 





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



 






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



 






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	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit 1	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	Additional Disclosure Notification (Accounts)
	Exhibit MM	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit NN	Form of Asset Review Report by the Asset Representations Reviewer
	Exhibit OO	Form of Asset Review Report Summary
	Exhibit PP-1	GSMC Asset Review Procedures
	Exhibit PP-2	SMC Asset Review Procedures
	Exhibit PP-3	AREF Asset Review Procedures
	Exhibit QQ	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit RR	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]









 






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







 





    -x-


     


    
This
Pooling and Servicing Agreement is dated and effective as of November 1, 2019, among GS Mortgage Securities Corporation II, as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 






     -1-


    


    

 


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


 


	Designation
	Interest
Rate 

or Pass-

Through Rate
	Original
Lower-Tier

Principal Amount

	Class
    LA1	(1)	$       14,908,000
	Class
    LA2	(1)	$       26,937,000
	Class
    LA3	(1)	$     181,247,000
	Class
    LA4	(1)	$     361,331,000
	Class
    LAAB	(1)	$       20,542,000
	Class
    LAS	(1)	$       74,540,000
	Class
    LB	(1)	$       39,971,000
	Class
    LC	(1)	$       36,730,000
	Class
    LD	(1)	$       24,847,000
	Class
    LE	(1)	$       19,445,000
	Class
    LF	(1)	$       21,606,000
	Class
    LG	(1)	$         8,642,000
	Class
    LH	(1)	$       33,489,960
	Class
    LR	N/A(2)	       N/A



 





 







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



 


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



 


UPPER-TIER
REMIC


 


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


 


THE
CERTIFICATES


 


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


 






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	Class
of Certificates
	Initial

Pass-Through 

Rate 
	Original
Certificate 

Balance or Notional 

Amount 

	Class
    A-1 Certificates	2.0488%	$       14,908,000    
	Class
    A-2 Certificates	2.6126%	$       26,937,000    
	Class
    A-3 Certificates	2.7940%	$     181,247,000    
	Class
    A-4 Certificates	3.0479%	$     361,331,000    
	Class
    A-AB Certificates	2.9881%	$       20,542,000    
	Class
    X-A Certificates	0.8351%(1)	$     679,505,000(2)
	Class
    X-B Certificates	0.2952%(1)	$       39,971,000(2)
	Class
    A-S Certificates	3.3399%	$       74,540,000    
	Class
    B Certificates	3.5111%	$       39,971,000    
	Class
    C Certificates	3.8063%	$       36,730,000    
	Class
    D Certificates	2.8000%	$       24,847,000    
	Class
    X-D Certificates	1.0063%(1)	$       44,292,000(2)
	Class
    E Certificates	2.8000%	$       19,445,000    
	Class
    F-RR Certificates	3.8063%	$       21,606,000    
	Class
    G-RR Certificates	3.8063%	$         8,642,000    
	Class
    H-RR Certificates	3.8063%	$       33,489,960    
	Class
    R Certificates	N/A(3)	N/A



 


 







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



 


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



 


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



 






     -3-


    


    

 


Pursuant
to the Underwriting Agreement and the Certificate Purchase Agreement, Argentic Securities Holdings Cayman Limited is purchasing
from the Underwriters or the Initial Purchasers, as the case may be, the respective portions of the Certificate Balance, the Notional
Amount or Percentage Interest, as applicable, of each Class of Certificates set forth below (collectively, the “VRR Interest”):


 


	Class
of Certificates
	Certificate
Balance, Notional 

Amount or Percentage 

Interest

	Class
    A-1 Certificates	$349,000
	Class
    A-2 Certificates	$631,000
	Class
    A-3 Certificates	$4,247,000
	Class
    A-4 Certificates	$8,467,000
	Class
    A-AB Certificates	$481,000
	Class
    X-A Certificates	$15,922,000
	Class
    X-B Certificates	$936,000
	Class
    A-S Certificates	$1,747,000
	Class
    B Certificates	$936,000
	Class
    C Certificates	$861,000
	Class
    X-D Certificates	$582,000
	Class
    D Certificates	$1,037,000
	Class
    E-RR Certificates	$455,000
	Class
    F-RR Certificates	$507,000
	Class
    G-RR Certificates	$202,000
	Class
    H-RR Certificates	$785,000
	Class
    R Certificates	N/A


 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $864,235,961.


 


WHOLE
LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    Pooling 

Agreement	Companion
    Loan 

Type	Servicing
    Shift Lead 

Note (if any)
	1	SoCal
    Retail Portfolio	Non-Serviced	MSC
    2019-H7 PSA	Pari
    Passu	NAP
	5	New
    Jersey Center of Excellence	Non-Serviced	GSMS
    2019-GC42 PSA	Pari
    Passu	NAP
	6	Millennium
    Park Plaza	Non-Serviced	CGCMT
    2019-GC41 PSA	Pari
    Passu	NAP
	7	19100
    Ridgewood	Non-Serviced	GSMS
    2019-GC42 PSA	Pari
    Passu	NAP
	8	Bushwick
    Avenue Portfolio	Non-Serviced	CF
    2019-CF2 PSA	Pari
    Passu	NAP



 






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	11	Hilton
    Portfolio	Non-Serviced	CF
    2019-CF2 PSA	Pari
    Passu	NAP
	12	Washington
    Avenue Portfolio	Serviced	N/A	Pari
    Passu	NAP
	14	Grand
    Canal Shoppes	Non-Serviced	MSC
    2019-H7 PSA	Pari
    Passu and Subordinate	NAP
	15	East
    Village Multifamily Portfolio	Servicing
    Shift	TBD(1)	Pari
    Passu	Note
    A-1
	22	USAA
    Office Portfolio	Non-Serviced	CGCMT
    2019-GC41 PSA	Pari
    Passu	NAP
	25	American
    Metro Center	Servicing
    Shift	TBD(1)	Pari
    Passu	Note
    A-1



 





 







		(1)	On
                                         and after the securitization of the related Servicing Shift Lead Note, the subject Whole
                                         Loan will be serviced pursuant to the Non-Serviced Pooling Agreement governing the securitization
                                         of such Servicing Shift Lead Note.



 


Each
of the Whole Loans listed above consists of the corresponding Mortgage Loan and one or more Companion Loans. With respect to any
Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent
provided in the related Co-Lender Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related
Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Co-Lender Agreement. Each Serviced Whole
Loan will be serviced and administered in accordance with this Agreement and the related Co-Lender Agreement. Each Non-Serviced
Whole Loan will be serviced and administered in accordance with the related Non-Serviced Pooling Agreement and the related Co-Lender
Agreement. Each Servicing Shift Whole Loan will be serviced and administered in accordance with this Agreement and the related
Co-Lender Agreement prior to the related Servicing Shift Securitization Date, and will be serviced and administered in accordance
with the related Non-Serviced Pooling Agreement and the related Co-Lender Agreement on and after the related Servicing Shift Securitization
Date.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 






     -5-


    


    

 


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


 


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


 


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


 


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


 


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


 


“19100
Ridgewood Co-Lender Agreement”: That certain Amended and Restated Agreement Between Noteholders, dated as of November
8, 2019, by and between the holders of the respective promissory notes evidencing the 19100 Ridgewood Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


“AB
Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holder(s)
of the related Mortgage Loan and any holder(s) of any related Pari Passu Companion Loan, relating to the relative rights of such
holders of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. The Grand Canal
Shoppes Co-Lender Agreement will be an AB Co-Lender Agreement under this Agreement.


 


“AB
Control Appraisal Period”: With respect to any AB Whole Loan, a “control appraisal period” as defined in
the related Co-Lender Agreement.


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note structure
(or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior
note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which
an Appraisal Reduction Amount is not in effect.


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund.


 


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


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related Companion Loan(s) evidenced by the related
promissory note made by the related


 






     -6-


    


    

 


Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Co-Lender Agreement. The Companion Loan identified as note B related to
the Grand Canal Shoppes Whole Loan is an AB Subordinate Companion Loan with respect to the Trust.


 


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. The Grand
Canal Shoppes Whole Loan will be an AB Whole Loan with respect to the Trust.


 


“AB
Whole Loan Controlling Holder”: With respect to an AB Whole Loan, the “Directing Lender”, “Controlling
Noteholder” or similarly defined party identified in the related AB Co-Lender Agreement. For the avoidance of doubt, there
will be no AB Whole Loan Controlling Holder with respect to the Trust.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
Insurance Policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties
caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each
case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided
that the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans) has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and
(unless (i) a Control Termination Event has occurred and is continuing and (ii) with respect to a Specially Serviced Mortgage
Loan, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08 (in either case, other than
with respect to any applicable Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event
has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect to any applicable Excluded
Loan), after consultation with the Directing Holder as provided in Section 6.08 hereof)), that either (a) such insurance
is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties
similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located,
or (b) such insurance is not available at any rate; provided, however, that the Directing Holder and the Risk Retention
Consultation Party will not have more than thirty (30) days to respond to the Master Servicer’s or Special Servicer’s
request for such consent or consultation; provided, further, that upon the Master Servicer’s or Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or Special
Servicer, as applicable, to consult with the Directing Holder or the Risk Retention Consultation Party, the Master Servicer or
Special Servicer, as applicable, is not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer
(at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 






     -7-


    


    

 


“Accrued
AB Loan Interest”: With respect to any AB Modified Loan and any date of determination, the accrued and unpaid interest
that remains unpaid with respect to the junior note(s) of such AB Modified Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -8-


    


    

 


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


 


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


 


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


 


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


 


“American
Metro Center Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of October 4, 2019, by and between the
holders of the respective promissory notes evidencing the American Metro Center Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“American
Metro Center PSA”: The pooling and servicing agreement governing the servicing of the American Metro Center Whole Loan
following the related Servicing Shift Securitization Date.


 


“Applicable
DBRS Permitted Investment Rating”: In the case of any such investment, the short-term debt obligations of which are
rated in the highest short-term rating category by DBRS (if then rated by DBRS).


 


“Applicable
Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less,
the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which
are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30)
days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which
are rated at least “AA-” by Fitch.


 


“Applicable
KBRA Permitted Investment Rating”: (A) in the case of such investments with maturities of 90 days or less, the short-term
debt obligations of which are rated of at least “K3” or the long-term obligations of which are rated at least “BBB-”
and (B) in the case of such investments with maturities greater than 90 days but not more than one year, the short-term debt obligations
of which are rated of at least “K1” or the long-term obligations of which are rated at least “A-” (in
each case, if then rated by KBRA).


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
Moody’s Permitted Investment Rating”: in the case of such investments, the short-term debt obligations of which
are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2”
by Moody’s.


 






     -9-


    


    

 


“Applicable
S&P Permitted Investment Rating”: (A) in the case of such investments with maturities of sixty (60) days or less,
the short term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with
maturities of more than sixty (60) days, the short term obligations of which are rated “A-1+” by S&P (or at least
“A-1” by S&P, if the long term obligations of which are rated at least “AA-” by S&P).


 


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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer
in consultation with the Directing Holder (for so long as no Consultation Termination Event is continuing and only with respect
to any Mortgage Loan or Serviced Whole Loan other than an applicable Excluded Loan) and in consultation with the Operating Advisor
(after the occurrence and continuance of an Operating Advisor Consultation Event), as of the first Determination Date that is
at least ten (10) Business Days following the later of (a) the date on which the Special Servicer receives an Appraisal or conducts
a valuation described below and (b) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the Stated Principal
Balance of that Mortgage Loan or Serviced Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the
Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer
with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced
Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which
shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect
to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan,
as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward
adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal
and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan
or Serviced Whole Loan, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date
of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on
such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum


 






     -10-


    


    

 


rate equal to its Mortgage Rate (and, with
respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan at a per
annum rate equal to its related mortgage interest rate), (B) all P&I Advances on the related Mortgage Loan and all Property
Protection Advances on the related Mortgage Loan or Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or
Serviced Whole Loan, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C)
all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such
Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been
the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable) and (D) any other unpaid
additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan; provided, however,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within one hundred
twenty (120) days of the event described in the definition of “Appraisal Reduction Event” (without regard to the time
periods set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal
Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage
Loan or Serviced Whole Loan, until such time as an Appraisal is received by the Special Servicer and the Appraisal Reduction Amount
is calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days thereafter. Within
sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an
Appraisal (the cost of which shall be paid by the Master Servicer as a Property Protection Advance); provided, further,
however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred
twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in
clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts
to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in
such clause (vi); provided, further, however, that in no event shall the Special Servicer be required
to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as
applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to
the Master Servicer, the Directing Holder (but only prior to the occurrence of a Consultation Termination Event), the Operating
Advisor, the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer
will provide the Special Servicer with the information as set forth in Section 4.05(c). The Master Servicer shall not calculate
Appraisal Reduction Amounts.


 


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


 






     -11-


    


    

 


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


 


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


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or Serviced Whole Loan,
the earliest of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion
Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related
Companion Loan, as applicable, by the Special Servicer, (ii) the 60th day after an uncured delinquency (without regard
to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect
of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely in the case of a delinquent Balloon Payment, (A)
the date occurring sixty (60) days beyond the date on which that Balloon Payment was due (except as described in clause (B)
below) or (B) if the related Mortgagor has delivered to the Master Servicer (and the Master Servicer shall promptly deliver
a copy of such document to the Special Servicer, if it is not evident that a copy has been delivered to the Special Servicer)
within sixty (60) days beyond the date on which that Balloon Payment was due, a written and fully executed (subject to customary
final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that
is, in each case, binding upon an acceptable lender or signed purchase agreement, in each case reasonably satisfactory in form
and substance to the Master Servicer, which provides that such refinancing or purchase will occur within 120 days of such related
Maturity Date, the date occurring one hundred twenty (120) days after the date on which that Balloon Payment was due (or for such
shorter period beyond the date on which that Balloon Payment was due during which the refinancing or purchase is scheduled to
occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement
terminates), (iv) the date on which the related Mortgaged Property became an REO Property, (v) the sixtieth (60th)
day after a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property,
(vi) the sixtieth (60th) day after the date the related Mortgagor or the tenant at a single tenant property is subject
to a bankruptcy, insolvency or similar proceedings (if not dismissed within those sixty (60) days), and (vii) the date on which
the Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its Maturity Date pursuant
to this Agreement; provided, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the
Master Servicer, the Directing Holder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and
the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing
events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the
provisions of Section 4.05 hereof.


 






     -12-


    


    

 


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


 


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


 


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


 


“AREF”:
Argentic Real Estate Finance LLC, a Delaware limited liability company.


 


“ASR
Consultation Process”: As defined in Section 3.19(c).


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in


 






     -13-


    


    

 


connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment
based on the facts and circumstances known to it at the time of such determination or assumption.


 


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


 


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


 


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


 


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


 


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


 


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment
required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest
at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction
in the principal balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default
or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding,
for purposes of determining P&I Advances, the portion allocable to any related Companion Loan, if applicable) at the applicable
Mortgage Rate (net of


 






     -14-


    


    

 


interest at the Servicing Fee Rate and net of any applicable interest at the Non-Serviced Primary Servicing
Fee Rate).


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)      with
respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year
that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to
one (1) day of interest on the Stated Principal Balance of such Mortgage Loans as of the Due Date in the month preceding the month
in which such Distribution Date occurs at the related Net


 






     -15-


    


    

 


Mortgage Rate to the extent such amounts are Withheld Amounts related
to the Mortgage Loans;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates, a fraction (a)
whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates,
and (ii) the discount rate used in accordance with the related Mortgage


 






     -16-


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Bushwick
Avenue Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 9, 2019, by and among the
holders of the respective promissory notes evidencing the Bushwick Avenue Portfolio Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 






     -17-


    


    

 


Administrator or the Trustee
are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated
by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.00839% per annum and the aggregate Stated Principal Balance of the Mortgage Loans (calculated in the same manner
as interest is calculated on the related Mortgage Loan) and any REO Loan (including any Non-Serviced Mortgage Loan but not any
Companion Loan) as of the preceding Distribution Date. The Certificate Administrator/Trustee Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 






     -18-


    


    

 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall be deemed to be not outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the Special Servicer or an Affiliate thereof shall be deemed to be not outstanding as to the Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply
in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage
Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer
or the Special Servicer, the Master Servicer and the Special Servicer or any such Affiliate thereof shall be entitled to exercise
such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation
or increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply
to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if
any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, or the Certificate Administrator that has provided an Investor Certification in which it has
certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor,
the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator, as applicable. The Trustee and the Certificate
Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the
Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein
to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the
Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certification
Parties”: As defined in Section 11.06.


 






     -19-


    


    

 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CF
2019-CF2 PSA”: The pooling and servicing agreement, dated as of October 1, 2019, between CCRE Commercial Mortgage Securities,
L.P., as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC and KeyBank National Association, as special
servicers, Citibank, N.A., as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor
and asset representations reviewer, as from time to time amended, supplemented or modified relating to the issuance of the CF
2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2.


 


“CGCMT
2019-GC41 PSA”: The pooling and servicing agreement, dated and effective as of August 1, 2019, among Citigroup Commercial
Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as from time to time
amended, supplemented or modified relating to the issuance of the Citigroup Commercial Mortgage Trust 2019-GC41, Commercial Mortgage
Pass Through Certificates Series 2019-GC41.


 


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


 


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


 


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


 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.0488%.


 


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


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.6126%.


 


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


 






     -20-


    


    

 


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.7940%.


 


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


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.0479%.


 


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


 


“Class
A-AB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9881%.


 


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


 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit
A-9 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3399%.


 


“Class
B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-10
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of 3.5111%
and the Weighted Average Net Mortgage Rate for the related Distribution Date.


 


“Class
C Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-11
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 






     -21-


    


    

 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8000%.


 


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


 


“Class
E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8000%.


 


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


 


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


 


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


 


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


 


“Class
H-RR Certificate”: A Certificate designated as “Class H-RR” on the face thereof, in the form of Exhibit
A-16 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


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


 


“Class
LA4 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and has the Original


 






     -22-


    


    

 


Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -23-


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -24-


    


    

 


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


 


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


 


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


 


“Closing
Date”: November 8, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender
Agreement”: Each of the SoCal Retail Portfolio Co-Lender Agreement, the New Jersey Center of Excellence Co-Lender Agreement,
the Millennium Park Plaza Co-Lender Agreement, the 19100 Ridgewood Co-Lender Agreement, the Bushwick Avenue Portfolio Co-Lender
Agreement, the Hilton Portfolio Co-Lender Agreement, the Washington Avenue Portfolio Co-Lender Agreement, the Grand Canal Shoppes
Co-Lender Agreement, the East Village Multifamily Portfolio Co-Lender Agreement, the USAA Office Portfolio Co-Lender Agreement,
the American Metro Center Co-Lender Agreement and any agreement entered into in connection with the issuance to the direct or
indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents.


 


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


 


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


 






     -25-


    


    

 


Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral
Deficiency Amount with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan. The Certificate Administrator, the
Operating Advisor and the Special Servicer shall be entitled to conclusively rely on the Master Servicer’s calculation or
determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Co-Lender Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Mortgage Loan to the extent set forth in the related Co-Lender Agreement, the subaccount described in the second
paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder,
to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust
or any Trust REMIC formed hereunder.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion
Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With
respect to each Whole Loan, the Pari Passu Companion Loan(s) and the AB Subordinate Companion Loan(s) (if any) are evidenced by
the promissory notes opposite such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement,
as such promissory notes may be further divided.


 


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


 






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such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced
Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited
to, the replacement of a Master Servicer or the 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, or as otherwise provided in Section 3.25
of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating
Agency with respect to such matter shall not apply.


 


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


 


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


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced
Mortgage Loan if the Special Servicer allowed a prepayment on such Mortgage Loan or Serviced Pari Passu Companion Loan on a date
other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) a portion of the Master Servicer’s
Servicing Fees for such Distribution Date calculated at a rate of 0.00125% per annum on each Mortgage Loan (other than
any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced under this Agreement, any related Serviced Pari Passu
Companion Loan), (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced hereunder,
any related Serviced Whole Loan) subject to such prepayment and (C) to the extent earned on Principal Prepayments, Net Investment
Earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period
with respect to the Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced hereunder,
any related Serviced Whole Loan), as applicable, subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs
with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan as a result of the Master Servicer’s


 






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allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage
Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under
the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment
in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control
Termination Event has occurred and is continuing, and only with respect to the Mortgage Loans other than an applicable Excluded
Loan, the Directing Holder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds, unless the Master
Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents and such failure
causes the shortfall), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the
Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate amount of Prepayment Interest Shortfalls
with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such Prohibited Prepayments.


 


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


 


“Consultation
Termination Event”: At any date at which


 


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


 


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


 






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Consultation Termination Event
resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to
a successor Holder of Class F-RR Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling
Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded Loan;


 


provided
that, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to a Servicing
Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing
Holder related to such Servicing Shift Whole Loan; provided, further, that if at any time, the Certificate Balance
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D and Class E Certificates
have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation Termination
Event will be deemed to occur.


 


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


 


“Control
Termination Event”: With respect to any Mortgage Loan (other than a Servicing Shift Mortgage Loan) or Serviced Whole
Loan (other than a Serviced AB Whole Loan or a Servicing Shift Whole Loan), the occurrence of (i) the Certificate Balance of the
Class F-RR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the
Original Certificate Balance of such Class, (ii) a Holder of the Class F-RR Certificates becoming the majority Controlling Class
Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder
and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(k);
provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to
have existed or be in continuance with respect to a successor holder of Class F-RR Certificates that has not irrevocably waived
its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan
becoming an applicable Excluded Loan;


 


provided
that, no Control Termination Event may occur with respect to the applicable Loan-Specific Directing Holder related to a Servicing
Shift Whole Loan and the term “Control Termination Event” shall not be applicable to such Loan-Specific Directing
Holder related to such Servicing Shift Whole Loan; provided, further, that if at any time, the Certificate Balance
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Control Termination Event
will be deemed to occur.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if, at any time, the Certificate Balances of all Control Eligible Certificates,


 






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as notionally reduced by
any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such Classes, have been
reduced to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal balance
greater than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero as a result
of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate
Class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application
of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class.
The Controlling Class as of the Closing Date will be the Class H-RR Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust)
that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class
and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating
Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to rely on any such list so provided.


 


“Controlling
Class Representative”: The initial Controlling Class Representative shall be Argentic Securities Income USA LLC Thereafter,
the Controlling Class Representative shall be the Controlling Class Certificateholder (or a representative thereof) selected by
more than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar
from time to time); provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative
is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents
that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership) or a representative
thereof, will be the Controlling Class Representative; provided, however, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the occurrence and during
the continuance of a Control Termination Event, the Controlling Class Representative shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and continuation of a Consultation Termination Event, there
will be no Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial
Controlling Class Representative upon request of any party to this Agreement and any such requesting party may conclusively rely
on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Controlling Class Representative or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Controlling Class Representative and no party will be entitled to exercise any of the
rights of the Controlling Class Representative until such time as a Controlling Class Certificateholder is reinstated pursuant
to Section 3.23(k) hereof and a new Controlling Class Representative is appointed in accordance


 






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with the terms hereof.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Controlling Class
Representative has not changed until such parties receive written notice of a replacement of the Controlling Class Representative
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Controlling Class
Representative.


 


“Corporate
Trust Office”: The principal corporate trust offices of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which offices at the date of
the execution of this Agreement are located (i) with respect to Certificate Transfers and surrenders, at Wells Fargo Bank, 600
South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services - GSMS 2019-GSA1; and (ii) with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951; and
(iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
Corporate Trust Services (CMBS) GSMS 2019-GSA1.


 


“Corrected
Loan”: Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic
Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan,
as applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving
the Mortgagor), and (provided that no additional default is foreseeable in the reasonable judgment of the Special Servicer
and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to
Section 3.19(a).


 


“Credit
Risk Retention Compliance Agreement”: As defined in Section 3.31.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion
of an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of
such Mortgage Loan or REO Loan as of the close of business on the


 






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Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related
interest payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods.
For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the
Master Servicer from the Lower-Tier REMIC.


 


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


 


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


 


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


 






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Special Servicer, by the Master Servicer
(if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form of presentation as may be approved from time to time
by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include all information
required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


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


 


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


 






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


 


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


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates are (or are expected
to be) reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


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


 


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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed
Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less
than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the 


 






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Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii)
the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion
of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise
forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the
Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed
from the Trust) and (v) (other than with respect to any applicable Excluded Loan) unless a Control Termination Event has occurred
and is continuing, the Directing Holder shall have consented to the repurchase or substitution of the affected Crossed Underlying
Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate
Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in November 2019, or with respect
to any Mortgage Loan that has its first Due Date in December 2019, the date that would have otherwise been the related Due Date
in November 2019.


 


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


 


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


 






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


 


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


 


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


 


“Defaulted
Mortgage Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period shall be one hundred twenty (120) days after the related Maturity Date (or for
such shorter period beyond the date on which the related Balloon Payment was due within which the refinancing or purchase referred
to below is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment
or signed purchase agreement or on which such commitment or signed purchase agreement terminates) if the related Mortgagor has
provided the Master Servicer (and the Master Servicer shall promptly forward a copy of such document to the Special Servicer,
if it not evident that a copy has been delivered to the Special Servicer), within sixty (60) days after the related Maturity Date,
with (a) a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent, or otherwise
binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or (b) a signed
purchase agreement, in the case of the clause (a) or (b), reasonably satisfactory in form and substance to the Master
Servicer and (so long as no Control Termination Event is continuing) the Directing Holder, which provides that such refinancing
or purchase will occur within one hundred twenty (120) days of such related Maturity Date; and, in either case, such delinquency
is to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard
to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or Special
Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Mortgage Loan”.


 






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


 


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


 


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


 


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


 


“Delinquent
Mortgage Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


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


 


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


 


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


 


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


 






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“Determination
Date”: With respect to any Distribution Date, the sixth (6th) day of each month (or, if the sixth (6th) calendar day
of that month is not a Business Day, then the next Business Day) commencing December 2019.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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by an authorized representative of the title
insurer) to issue such title insurance policy;


 


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


 


(vii)       the
related loan agreement, if any;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv)       any
related environmental Insurance Policy;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)       a
copy of all zoning reports;


 


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


 


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


 


(n)       a
copy of all UCC searches;


 


(o)       a
copy of all litigation searches;


 


(p)       a
copy of all bankruptcy searches;


 


(q)       a
copy of any origination settlement statement;


 


(r)       a
copy of the insurance summary report;


 






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


 


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


 


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


 


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


 


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


 


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


 


“Directing
Holder”: means:


 


(a)       with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan and any Serviced AB
Mortgage Loan) or Serviced Whole Loan (other than any Servicing Shift Whole Loan and any Serviced AB Whole Loan), the Controlling
Class Representative;


 


(b)       with
respect to any Serviced AB Whole Loan, (i) for so long as no AB Control Appraisal Period has occurred and is continuing, the related
Serviced AB Whole Loan Directing Holder and (ii) for so long as an AB Control Appraisal Period has occurred and is continuing,
the Controlling Class Representative; and


 


(c)       with
respect to a Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a)
a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the Transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax
Person that has delivered to both the Transferor and the Certificate Administrator an opinion of a nationally recognized tax counsel
to the effect that the Transfer of


 






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the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in December 2019. The initial
Distribution Date shall be December 12, 2019.


 


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


 


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


 


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


 


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


 






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

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


 


“East
Village Multifamily Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 9, 2019,
by and between the holders of the respective promissory notes evidencing the East Village Multifamily Portfolio Whole Loan, relating
to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“East
Village Multifamily Portfolio PSA”: The pooling and servicing agreement governing the servicing of the East Village
Multifamily Portfolio Whole Loan following the related Servicing Shift Securitization Date.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format or such
other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer, (b) the Initial Schedule
AL File and the Initial Schedule AL Additional File, (i) XML format or such other format as mutually agreed to between the Depositor
and the Master Servicer and (ii) Excel format and (c) any report, file or document other than those listed in clauses (a) or (b)
above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt or deposit
obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for
thirty (30) days or more, and the short-term debt or deposit obligations of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt or deposit obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt or deposit obligations of which have a short-term rating of not less than
“F1” from Fitch, if the deposits are to be held in such account for less than thirty (30) days, (C) the long-term
unsecured debt or deposit obligations of which are rated at least “A” by S&P, if the deposits are to be held in
such account for thirty (30) days or more, and the short-term debt or deposit obligations of which are rated at least “A-1”
by S&P, if the deposits are to be held in such account for less than thirty (30) days and (D) the long-term unsecured debt
obligations or deposits of which are rated at least “A” by DBRS (in the case of this clause (D), if then rated
by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two NRSROs (which may include S&P and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for thirty (30)
days or more, and the


 






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short-term debt obligations or deposits of which have a short-term rating of not less than “R-1(middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held
in such account for less than thirty (30) days; (ii) an account or accounts maintained with PNC Bank, National Association so
long as PNC Bank, National Association’s long-term unsecured debt or deposit rating shall be at least (A) “A2”
by Moody’s, (B) “BBB” by S&P, (C) “A” by Fitch and (D) “A” from DBRS (in the case
of this clause (D), if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2)
NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits
are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s short-term deposit or
short-term unsecured debt rating shall be at least “P-1” by Moody’s, “A-1” from S&P (or “A-2”
by S&P so long as the long-term unsecured debt obligations or deposits of such depository institution or trust company are
rated no less than “BBB” by S&P) and “F1” by Fitch and “R-1 (middle)” from DBRS (if then
rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for
thirty (30) days or less); (iii) 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) – (ii) above, with respect to which a Rating
Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause
is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) –
(ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and, with respect
to a Serviced Whole Loan, with respect to which a Companion Loan Rating Agency Confirmation has been obtained from each and every
Companion Loan Rating Agency, which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch, KBRA, Moody’s,
Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for
such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer as the sole or material factor in such rating action, (b) can and will make the representations and


 






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warranties set forth
in Section 6.01(d), (c) is not (and is not Risk Retention Affiliated with) a Mortgage Loan Seller, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, any Subsequent Third Party Purchaser, the Controlling
Class Representative, the Directing Holder, the Risk Retention Consultation Party or any of their respective Risk Retention Affiliates,
(d) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage,
borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date
for or on behalf of any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Controlling Class Representative,
the Risk Retention Consultation Party or the Directing Holder or any of their respective Affiliates, or have been paid any fees,
compensation or other remuneration by any of them in connection with any such services, and (e) that does not directly or indirectly,
through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its
rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and
warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement, including to the effect that it possesses
sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust;
(c) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, a Sponsor, any Borrower Party, any Subsequent Third Party Purchaser, the Controlling Class Representative,
the Directing Holder, the Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer
or special servicer with respect to the securitization of a Companion Loan, or any of their respective Risk Retention Affiliates;
(d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration
(x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special
servicer to become a special servicer under this Agreement; (e) that (x) has been regularly engaged in the business of analyzing
and advising clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral
analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and
experience in the workout and management of distressed commercial real estate assets and (f) that does not directly or indirectly,
through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, the Mortgage
Loans or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations
Reviewer).


 






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


 


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


 


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


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 89-88 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class F-RR, Class G-RR and Class H-RR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan or AB Subordinate Companion Loan, if
applicable, unless prohibited under the related Co-Lender Agreement) and received and retained by the Master Servicer or the Special
Servicer, as applicable, as compensation within the prior eighteen (18) months of such


 






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modification, waiver, extension or amendment,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


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


 


“Excess
Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments
made on the Mortgage Loans to be included in the Available Funds for such Distribution Date that are not covered by the Master
Servicer’s Compensating Interest Payment for such Distribution Date and the portion of the compensating interest payments
allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.


 






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


 


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


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or
summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and
any Officer’s Certificates delivered by the Master Servicer or the Special Servicer, supporting any determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with respect
to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level and other
than CREFC® Reports (other than the CREFC® Special Servicer Loan File for the related Excluded Controlling Class Loan).
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and
any Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special
Servicer or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s
Website to the Certificate Administrator in accordance with Section 3.30(a) hereof. For the avoidance of doubt, the Certificate


 






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Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab
on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.30(a) hereof.


 


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


 


“Excluded
Special Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).
As of the Closing Date, Midland Loan Services, a Division of PNC Bank, National Association, will act as the Excluded Special
Servicer for the CubeSmart North Bergen Mortgage Loan for so long as such Mortgage Loan is an Excluded Special Servicer Loan.


 


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


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer has obtained knowledge that it is a Borrower Party. As of the Closing Date, the CubeSmart North Bergen Mortgage
Loan is an Excluded Special Servicer Loan.


 


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


 


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


 






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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, the initial Asset Status Report, together
with such other data or supporting information provided by the Special Servicer to the Directing Holder that does not include
any communication (other than the Final Asset Status Report) between the Special Servicer and the Directing Holder or the Risk
Retention Consultation Party with respect to such Specially Serviced Mortgage Loan required to be delivered by the Special Servicer
by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved,
if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process or following completion of the ASR Consultation
Process, as applicable, and labeled or otherwise communicated as being “final”. For the avoidance of doubt, the Special
Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Mortgage Loan in accordance
with the procedures described in Section 3.19.


 


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


 


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


 


“Financial
Market Publishers”: Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, CMBS.com,
Inc., BlackRock Financial Management Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation and Intercontinental
Exchange | ICE Data Services.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Grand
Canal Shoppes Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of July 3, 2019, by and between
the holders of the respective promissory notes evidencing the Grand Canal Shoppes Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


“GSMC”:
Goldman Sachs Mortgage Company, a New York limited partnership.


 


“GSMS
2019-GC42 PSA”: The pooling and servicing agreement, dated as of September 1, 2019, among GS Mortgage Securities Corporation
II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer,
Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating to the issuance
of the GS Mortgage Securities Trust 2019-GC42, Commercial Mortgage Pass Through Certificates, Series 2019-GC42.


 


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


 






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“Hilton
Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 9, 2019, by and between the holders
of the respective promissory notes evidencing the Hilton Portfolio Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“HRR
Retaining Party”: Argentic Securities Holdings Cayman Limited and any Subsequent Third Party Purchaser, in each case
for so long as it holds one or more HRR Certificates.


 


“HRR
Certificates”: The Class F-RR, Class G-RR and Class H-RR Certificates.


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.32.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.32.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.32.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.32.


 


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


 






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the case may be, so long as such ownership constitutes less than 1% of the
total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any
Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test
set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be
at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special Servicer
shall not be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master
Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master
Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person,
subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial
Purchasers”: Goldman Sachs & Co. LLC and Drexel Hamilton, LLC.


 


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


 


“Initial
Schedule AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item
601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into
the Prospectus.


 


“Initial
Schedule AL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item
1111(h)(3) or Item 1125 of Regulation


 






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AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102
to the Form ABS-EE incorporated by reference into the Prospectus.


 


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


 


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


 


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


 


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


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement) and the REMIC Provisions.


 


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


 


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


 


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


 


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


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated
to each Class of Regular Certificates in an


 






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amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall
and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Regular Certificates for such Distribution
Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution
Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such


 






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Person
executing the certificate is a Certificateholder, the Directing Holder or the Risk Retention Consultation Party (in either case,
to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate
or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either (a) such Person is the Risk Retention
Consultation Party or is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower
Party (other than the Risk Retention Consultation Party) in which case (1) if such Person is the Directing Holder or a Controlling
Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Holder or a Controlling Class Certificateholder, such Person shall only receive access to the
Distribution Date Statements prepared by the Certificate Administrator, (iii) such Person has received a copy of the final Prospectus
and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,
however, that any Excluded Controlling Class Holder (i) shall be permitted to obtain upon request in accordance with Section
4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such
Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded
Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information)
from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all
other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class
Loan.


 


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


 


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


 


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


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion
Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to
the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property prior to the related Determination Date, whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in
respect


 






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of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default),
on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections”
shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall
refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Co-Lender Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Co-Lender Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Owner in exchange for its Certificates pursuant
to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Mortgage Loan or REO Property
(except with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (a) a full, partial or discounted
payoff from or on behalf of the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including
the related Companion Loan, if applicable) (in any case, other than amounts for which a Workout Fee has been paid, or will be
payable) and (ii) except as described below, with respect to any Mortgage Loan and any related Serviced Companion Loan (with respect
to any Serviced Companion Loan, only to the extent that (a) the Special Servicer is enforcing the applicable Mortgage Loan Seller’s
obligations under the applicable Mortgage Loan Purchase Agreement with respect to such Serviced Companion Loan and (b) the related
Liquidation Fee is not otherwise required to be paid to the Special Servicer engaged with respect to such Serviced Companion Loan
securitization trust or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other Pooling
and Servicing Agreement)) for which the Special Servicer is the Enforcing Servicer and either (A) such Mortgage Loan (and Serviced
Companion Loan, if applicable) is repurchased or substituted for by the applicable Mortgage Loan Seller or (B) a Loss of Value
Payment has been made with respect to such Mortgage Loan (and Serviced Companion Loan, if applicable), equal to the product of
the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial


 






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payment or the Liquidation
Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation)
related to such liquidated Mortgage Loan, Specially Serviced Mortgage Loan or REO Property, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan
by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate
thereof; provided, however, that prior to a Control Termination Event, if the Directing Holder or an Affiliate thereof,
purchases any Specially Serviced Mortgage Loan within ninety (90) days (as may be extended) after the Special Servicer delivers
to the Directing Holder for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan,
the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Holder or its
Affiliates), (b) any event described in clause (iv) and clause (vii) of the definition of “Liquidation Proceeds”
(or any substitution in lieu of a repurchase) so long as such Repurchase, substitution or Loss of Value Payment occurs prior to
the termination of the Initial Cure Period or, if any, the Extended Cure Period, (c) any event described in clauses (v)
and (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause
(vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to
the related Co-Lender Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan
by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan
documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase
of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of such
Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar
liquidation of the Other Securitization; (e) the purchase of all of the Mortgage Loans and REO Properties, in connection with
an optional termination of the Trust; or (f) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan
solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due
to the application of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a
Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan
documents). The Liquidation Fee for each such repurchased or substituted Mortgage Loan, Specially Serviced Mortgage Loan or REO
Property will be payable from, and will be calculated by application of the Liquidation Fee Rate, to the related payment or proceeds;
provided that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan or REO Property will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the Specially Serviced
Mortgage Loan or REO Property as described in the definition of “Excess Modification Fees”, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that any
such fee payable with respect to the Serviced Companion Loan will be payable solely from proceeds on such Serviced Companion Loan;
provided, further, that except as contemplated by each of the immediately


 






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preceding provisos and the second following
paragraph, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%
with respect to each Mortgage Loan (including with respect to any related Serviced Companion Loan, to the extent provided in the
definition of “Liquidation Fee”) repurchased, substituted or for which a Loss of Value Payment has been made, as contemplated
by Section 2.03 of this Agreement, each Specially Serviced Mortgage Loan and each REO Property, provided, however,
that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


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


 


“Loan-Related
Litigation”: As such term is defined in Section 3.33(a).


 


“Loan-Specific
Directing Holder”: With respect to each Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing
Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set
forth under the related Co-Lender Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing
Holder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Lead Note identified
in the Preliminary Statement. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific
Directing Holder under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, (i) the
Loan-Specific Directing Holder with respect to the East Village Multifamily Portfolio Whole Loan


 






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will initially be SPREF WH III
LLC or its Affiliate, as the holder of the related Servicing Shift Lead Note identified in the Preliminary Statement and (ii)
the Loan-Specific Directing Holder with respect to the American Metro Center Whole Loan will initially be SPREF WH III LLC or
its Affiliate, as the holder of the related Servicing Shift Lead Note identified in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


“LTV
Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the scheduled


 






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principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments
on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Major
Decision Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report
by the Master Servicer or the Special Servicer (which in the discretion of the Special Servicer may be in the form of an Asset
Status Report), as applicable, describing in reasonable detail (i) the background and circumstances requiring action of the Master
Servicer or the Special Servicer, as applicable, and (ii) the proposed course of action recommended.


 


“Majority-Owned
Affiliate”: As defined in the Risk Retention Rule.


 


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


 


“Master
Servicer Major Decision”: Any Major Decision with respect to a Non-Specially Serviced Mortgage Loan under clauses (xi)
through (xvi) of the definition of “Major Decision.”


 


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


 


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


 


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


 


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


 


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


 


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


 


“Millennium
Park Plaza Co-Lender Agreement”: That certain Amended and Restated Agreement Between Noteholders, dated as of November
8, 2019, by and between the holders of the respective promissory notes evidencing the Millennium Park Plaza Whole Loan,


 






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relating
to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific
ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


(1)       the
original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied)
to the order of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, or in blank, and further showing
a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller of the related
Mortgage Loan) (or, alternatively, executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such
Mortgage Note) and in the case of a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion Loan;


 






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


 


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


 


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1” 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 the Trustee, for the
benefit of the registered Holders of the Certificates and the holder of the related Companion Loan, as their interests may appear;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(14)       any
filed copies (bearing evidence of filing) or evidence of filing of any 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);


 


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


 


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


 


(17)       an
original or copy of any related environmental Insurance Policy or environmental guaranty relating to a Mortgage Loan or a Serviced
Whole Loan;


 


(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


 






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


 


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


 


provided
that with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other
than the documents described in clause (1) above) will be delivered to and held by the custodian under the related Non-Serviced
Pooling Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage
File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments
required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed
Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File”
covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy
in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion
of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers
to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage
File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above
shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced
Companion Loan, the execution and/or recordation of any Assignment of Mortgage, any separate assignment of Assignment of Leases
and any assignment of any UCC Financing Statement in the name of the Trustee, shall not be construed to limit the beneficial interest
of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it
being acknowledged that (i) the Trustee, shall hold such record title for the benefit of the Trust as the holder of the related
Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer,
or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken
by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage
Loan and the related Companion Holder(s) collectively, and (e) in connection with any Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met by the delivery by the related Mortgage Loan Seller of copies of the documents specified
above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original
shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer
documents referred to in clauses (3), (4), (6), (7), (9) and (10) above as being in
favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered
to the applicable Non-Serviced Trustee or a custodian on its behalf, provided that with respect to such Non-Serviced Mortgage
Loan if


 






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Wells Fargo Bank, National Association is also the custodian with respect to such Non-Serviced Mortgage Loan then no copies
of the Mortgage File relating to such Non-Serviced Mortgage Loan shall be delivered and (f) in connection with any Servicing Shift
Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior
to the Closing Date and such documents (other than the documents described in clause (1) above) shall be transferred to the custodian
pursuant to Section 2.01(i).


 


“Mortgage
Loan”: Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being
understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred
and assigned to the Trustee, pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage
Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related
agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage
Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


(ii)      the
Mortgagor’s name;


 


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


 


(iv)     the
Mortgage Rate in effect at origination;


 


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


 


(vi)     the
original principal balance;


 


(vii)    the
Cut-off Date Principal Balance;


 


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


 


(ix)       the
original and remaining amortization terms;


 


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


 






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(xi)       the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)        number
of grace days;


 


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


 


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


 


(xxii)       whether
the related Mortgage Loan permits defeasance;


 


(xxiii)       the
interest accrual period; and


 


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


 


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


 


“Mortgage
Loan Seller”: Each of (i) Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest,
(ii) Argentic Real Estate Finance LLC, a Delaware limited liability company, and its successors-in-interest, and (iii) Starwood
Mortgage Capital LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 






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


 


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


 


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


 


“MSC
2019-H7 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of July 1, 2019, between Morgan
Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, as from time to time amended, supplemented
or modified relating to the issuance of the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7.


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related






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


 


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


 


“New
Jersey Center of Excellence Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 1, 2019, by and
between the holders of the respective promissory notes evidencing the New Jersey Center of Excellence Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the Master Servicer or the Trustee, as applicable, will not


 






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be ultimately recoverable, together with any
accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of
such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option make a determination
in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other Servicer, and
with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer), the Certificate Administrator, the
Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall be
binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall not have any
obligation to make an affirmative determination that any P&I Advance is or would be recoverable; however, if the Special Servicer
makes any determination, such determination shall not be binding upon the Master Servicer or the Trustee. In the absence of a
determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the
Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or
proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced
Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made,
would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and the Trustee as it
relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided, however,
the Master Servicer and the Trustee may rely on the non-recoverability determination of the Other Master Servicer or Other Trustee
under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master
Servicer or the Special Servicer determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if
made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer
and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion
Loan (unless the related Non-Serviced Pooling Agreement provides otherwise); provided, however, the other Master
Servicer and Other Trustee under the related Non-Serviced Pooling Agreement may rely on the non-recoverability determination of
the Master Servicer or the Trustee. In making such recoverability determination, the Master Servicer, the Special Servicer or
Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their
“as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with
the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect
to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
(among other things) future expenses, (c) to estimate and consider (consistent with the applicable Servicing


 






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


 






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


 






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Protection Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other and to
the Trustee, the Certificate Administrator, the Controlling Class Representative, (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an applicable Excluded Loan) (and in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or
by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and in the case of a Serviced Mortgage Loan, any Other Servicer). The Special Servicer may, at its option, make a determination
in accordance with the Servicing Standard, that any Property Protection Advance previously made or proposed to be made is a Nonrecoverable
Property Protection Advance and shall deliver to the Master Servicer (and with respect to a Serviced Whole Loan, to any Other
Servicer, and, with respect to any Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer), the Trustee, the Certificate
Administrator, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall
be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall not have
any obligation to make an affirmative determination that any Property Protection Advance is or would be recoverable; however,
if the Special Servicer makes any such determination, such determination shall not be binding upon the Master Servicer or the
Trustee. In the absence of a determination by the Special Servicer that such Property Protection Advance is or would be a Nonrecoverable
Property Protection Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special
Servicer makes a determination that only a portion, and not all, of any previously made or proposed Property Protection Advance
is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee shall each have the right to make its own
subsequent determination that any remaining portion of any such previously made or proposed Property Protection Advance is a Nonrecoverable
Property Protection Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and property inspections,
and shall include any existing Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable,
or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Property Protection Advances
hereunder with any information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party
required to make Property Protection Advances may reasonably request for purposes of making recoverability determinations. The
Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special Servicer’s, as the case may
be, determination that a Property Protection Advance is or would be nonrecoverable, and the Master Servicer shall be entitled
to conclusively rely on the Special Servicer’s determination that a Property Protection Advance is or would be nonrecoverable.
Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Property Protection
Advance, the Master Servicer may conclusively rely on such request as evidence that such Advance is not a Nonrecoverable Property
Protection Advance; provided, however, that the Special Servicer shall not be entitled to make such a request more
frequently than once per calendar month with respect to Property Protection Advances other than emergency advances (although such
request may relate to more than one Property Protection Advance). In the case of a cross-collateralized Mortgage Loan (if


 






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any),
such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage
Loan. The determination as to the recoverability of any property protection advance previously made or proposed to be made in
respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced Pooling Agreement.


 


“Non-Reduced
Interests”: means any Class of Principal Balance Certificates then outstanding for which (a)(1) the initial Certificate
Balance of such Class of Certificates, minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal
Prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts
allocated to such Class of Certificates, and (z) any Realized Losses previously allocated to such Class of Certificates, is equal
to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class less (2) any payments of principal
(whether as Principal Prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates.


 


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


 


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


 


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


 


“Non-Serviced
Co-Lender Agreement”: The SoCal Retail Portfolio Co-Lender Agreement, the 19100 Ridgewood Co-Lender Agreement, the New
Jersey Center of Excellence Co-Lender Agreement, the Bushwick Avenue Portfolio Co-Lender Agreement, the Hilton Portfolio Co-Lender
Agreement, the Grand Canal Shoppes Co-Lender Agreement, the East Village Multifamily Portfolio Co-Lender Agreement (on and after
the related Servicing Shift Securitization Date), the USAA Office Portfolio Co-Lender Agreement, the American Metro Center Co-Lender
Agreement (on and after the related Servicing Shift Securitization Date) and the Millennium Park Plaza Co-Lender Agreement.


 


“Non-Serviced
Companion Loan”: Each of the Pari Passu Companion Loans and AB Subordinate Companion Loans, if any, identified as (i)
“Non-Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary
Statement or (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loans”
chart in the Preliminary Statement, on and after the related Servicing Shift Securitization Date.


 


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


 


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


 






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


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization
Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loans” chart in the Preliminary Statement.


 


For
the avoidance of doubt, the Non-Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “SoCal
Retail Portfolio”, “19100 Ridgewood”, “New Jersey Center of Excellence”, “Bushwick Avenue
Portfolio”, “Hilton Portfolio”, “Grand Canal Shoppes”, “East Village Multifamily Portfolio”
(on and after the related Servicing Shift Securitization Date), “USAA Office Portfolio”, “American Metro Center”
(on and after the related Servicing Shift Securitization Date) and “Millennium Park Plaza” in the “Whole Loans”
chart in the Preliminary Statement.


 


“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 


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


 


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


 


“Non-Serviced
Pooling Agreement”: With respect to (i) the 19100 Ridgewood Whole Loan and the New Jersey Center of Excellence Whole
Loan, the GSMS 2019-GC42 PSA, (ii) the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan, the CF 2019-CF2
PSA, (iii) the USAA Office Portfolio Whole Loan and the Millennium Park Plaza Whole Loan, the CGCMT 2019-GC41 PSA, (iv) the SoCal
Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan, the MSC 2019-H7 PSA, (v) the East Village Multifamily Portfolio
Whole Loan, the East Village Multifamily Portfolio PSA and (vi) the American Metro Center Whole Loan, the American Metro Center
PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on
the Mortgage Loan Schedule under the heading “Non-Serviced Primary Servicing Fee Rate (%)”.


 


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


 






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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement and, on and after the related Servicing Shift Securitization
Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loans” chart in the Preliminary Statement.


 


For
the avoidance of doubt, the Non-Serviced Whole Loans related to the Trust are the Whole Loans identified as “SoCal Retail
Portfolio”, “19100 Ridgewood”, “New Jersey Center of Excellence”, “Bushwick Avenue Portfolio”,
“Hilton Portfolio”, “Grand Canal Shoppes”, “East Village Multifamily Portfolio” (on and after
the related Servicing Shift Securitization Date), “USAA Office Portfolio”, “American Metro Center” (on
and after the related Servicing Shift Securitization Date) and “Millennium Park Plaza” in the “Whole Loans”
chart in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Operating
Advisor Consultation Event”: The event that occurs when (i) the HRR Certificates have an aggregate Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a) of
this Agreement) equal to or less than 25% of the initial aggregate Certificate Balance of the HRR Certificates or (ii) a Control
Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the
last proviso in the definition thereof).


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or, such lesser amount as the related borrower has
agreed to pay with respect to such Mortgage Loan) (other than a Non-Serviced Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that the Operating Advisor may in its sole discretion reduce the Operating
Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer or 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 may in no event take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection (provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating
Advisor prior to any such waiver or reduction).


 


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


 


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


 






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“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00180%; provided that at any time there is no Operating Advisor, the Operating Advisor Fee Rate shall
be zero.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pari
Passu Companion Loan”: Each of the pari passu notes related to the Mortgage Loans identified under the column
entitled “Whole Loans” in the “Whole Loans” chart in the Preliminary Statement.


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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“Penalty
Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan (or
any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid
on such Serviced Companion Loan (or any successor REO Loan) in accordance with the related Co-Lender Agreement) that represent
late payment charges, demand charges or Default Interest, other than a Yield Maintenance Charge.


 


“Percentage
Interest”: As to any Certificate (other than a Class R 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 Denomination as of the Closing Date of such Certificate divided by the Original Certificate
Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. As to a Class R Certificate,
the Percentage Interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)       direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be
a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Certificate (or, insofar


 






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as there is then outstanding any class of Serviced Companion
Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing, other than (a) unsecured
senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development
public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if
such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to
money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted
Investment Rating, the Applicable Moody’s Permitted Investment Rating and the Applicable S&P Permitted Investment Rating
(or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable
to such Rating Agency, as confirmed in a Rating Agency Confirmation);


 


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


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, that, in each case, satisfy
the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s
Permitted Investment Rating and the Applicable S&P Permitted Investment Rating (or, in the case of any such Rating Agency,
if permitted by the related Mortgage Loan, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency); provided, however, that securities issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation
and held in the accounts established hereunder to


 






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exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 


(v)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), that, in each case, satisfy the Applicable Fitch Permitted Investment
Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment Rating and the Applicable
S&P Permitted Investment Rating (or, in the case of any such Rating Agency, if permitted by the related Mortgage Loan, such
lower rating as is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation); 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;


 


(vi)       money
market funds which seek to maintain a constant net asset value per share, rated at least “Aaa-mf” by Moody’s
and in the highest rating category of S&P and KBRA (or, if not rated by S&P or KBRA, otherwise acceptable to such Rating
Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may include the investments referred
to in clause (i) hereof if so qualified that (a) have substantially all of their assets invested continuously in the types
of investments referred to in clause (i) above and (b) have net assets of not less than $5,000,000,000;


 


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


 


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


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a
“cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a


 






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


 


“Permitted
Lender”: As defined in Section 5.03(q).


 


“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 and Serviced
Whole Loan or REO Property, in each case, in accordance with this Agreement.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as
evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer,
the Special Servicer, the Directing Holder (other than with respect to any applicable Excluded Loan), the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment
or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Sponsors, the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an
Investor Certification, any Person (including the Directing Holder, the Controlling Class Representative, the Risk Retention Consultation
Party and the VRR Retaining Party) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including
any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however,
that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or the Special
Servicer) be entitled to receive (i) if


 






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such party is the Directing Holder or any Controlling Class Certificateholder, any Excluded
Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)),
and (ii) if such party is not the Directing Holder or any Controlling Class Certificateholder, any information other than the
Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor,
the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or
the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special
Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special
Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above; provided, further, that nothing
in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the
Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master
Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary herein, neither the Master
Servicer nor the Certificate Administrator shall have any obligation to restrict access by the Special Servicer or any Excluded
Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 


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


 


“Property
Protection Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including
attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate
Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in
the case of a Serviced Mortgage Loan, the related Serviced Companion Loan),


 






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


 


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


 


“Prospectus”:
The Prospectus, dated October 31, 2019.


 


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


 


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


 


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


 


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


 






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


 


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


 


(vi)       if
a Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan, any related Asset Representations Reviewer Asset Review
Fee to the extent not previously paid by the related Mortgage Loan Seller; plus


 


(vii)       
if a Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan more than ninety (90) days following the earlier of
the responsible party’s discovery or receipt of notice of the subject Material Breach or Material Document Defect, as the
case may be, a Liquidation Fee.


 


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


 


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


 






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


 


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the
rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, and (vii) is currently acting as a special servicer in a transaction rated by KBRA
and has not been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of
securities in a transaction serviced by the applicable servicer prior to the time of determination and (vii) the replacement special
servicer is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a


 






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removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the
Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set
forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage
File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original Debt Service Coverage
Ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage
Loan Seller’s expense); (xi) not have a Maturity Date or an amortization period that extends to a date that is after the
date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed
Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have
received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to
be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an applicable Excluded Loan, by the Directing Holder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in
an Adverse REMIC Event under the relevant provisions of the Code or the imposition of tax on any of such REMICs or the issuing
entity 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 that indicates no material adverse property condition or deferred
maintenance that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled
payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage
Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances
and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses
(ii) through (xviii); provided that the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, further,
that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating
Advisor Fee Rate, the


 






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Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower
than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate)
of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage
Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute
Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.


 


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


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Offered Certificates, the Distribution Date in November 2052.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 






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	Related
Certificates
	Related

Lower-Tier Regular Interest

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	Class
    LA3 Uncertificated Interest
	Class
        A-4 Certificates

        

        Class
A-AB Certificates 
	Class
        LA4 Uncertificated Interest

        

        Class
LAAB Uncertificated Interest 

	Class
    A-S Certificates	Class
    LAS Uncertificated Interest
	Class
    B Certificates	Class
    LB Uncertificated Interest
	Class
    C Certificates	Class
    LC Uncertificated Interest
	Class
    D Certificates	Class
    LD Uncertificated Interest
	Class
    E Certificates	Class
    LE Uncertificated Interest
	Class
    F-RR Certificates	Class
    LF Uncertificated Interest
	Class
    G-RR Certificates	Class
    LG Uncertificated Interest
	Class
    H-RR Certificates	Class
    LH Uncertificated Interest


 


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


 


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


 


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


 


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


 


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


 


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


 






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“REO
Account”: A segregated custodial account or accounts created and maintained by with respect to each of the Mortgage
Loans, the Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders
and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially
be entitled “LNR Partners, LLC, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for
the benefit of the registered holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, REO Account”.


 


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


 


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


 


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


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan), deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan,


 






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no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts due
to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Property Protection Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred
with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion
Loan, as set forth in the related Co-Lender Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


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


 


“Retained
Certificates”: The HRR Certificates and/or the VRR Interest, as the context requires.


 


“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of AREF or SMC as defined in Section 3.18(i).


 






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“Retaining
Party”: The VRR Retaining Party and/or the HRR Retaining Party, as the context requires.


 


“Retaining
Sponsor”: AREF.


 


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


 


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


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


 


“Risk
Retention Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the VRR Retaining
Party from time to time. The Depositor shall promptly provide the name and contact information for the initial Risk Retention
Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name
and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled
to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice
of (including the identity and contact information for) a replacement of the Risk Retention Consultation Party from the VRR Retaining
Party (as confirmed by the Certificate Registrar). As of the Closing Date, there will be no Risk Retention Consultation Party.


 


“Risk
Retention Rule”: Regulation RR, 12 C.F.R. Part 244.


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


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


 


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


 






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“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


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


 


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


 


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


 


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


 


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


 


“Serviced
AB Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. For the avoidance of doubt, there is no
Serviced AB Whole Loan related to the Trust.


 






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“Serviced
AB Subordinate Companion Loan”: Any AB Subordinate Companion Loan serviced pursuant to this Agreement. For the avoidance
of doubt, there is no Serviced AB Subordinate Companion Loan related to the Trust.


 


“Serviced
AB Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there is no Serviced
AB Whole Loan related to the Trust.


 


“Serviced
AB Whole Loan Directing Holder”: With respect to a Serviced AB Whole Loan, as of any Determination Date, the related
AB Whole Loan Controlling Holder. After an AB Control Appraisal Period with respect to such Serviced AB Whole Loan, there will
be no Serviced AB Whole Loan Directing Holder.


 


“Serviced
Companion Loan”: Each of (i) the Pari Passu Companion
Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, (ii)
prior to the related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement, and (iii) any Serviced Subordinate Companion
Loan, as applicable.


 


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


 


“Serviced
Companion Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) Serviced Subordinate Companion Loan,
as applicable.


 


“Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization
Date, each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loans” chart in the Preliminary Statement; and (iii) any Serviced AB Mortgage Loan, as applicable.


 


For
the avoidance of doubt, the Serviced Mortgage Loans related to the Trust are the Mortgage Loans identified as “Washington
Avenue Portfolio”, “East Village Multifamily Portfolio” (prior to the related Servicing Shift Securitization
Date) and “American Metro Center” (prior to the related Servicing Shift Securitization Date) in the “Whole Loans”
chart in the Preliminary Statement.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan or part of a Servicing
Shift Whole Loan prior to the related Servicing Shift Securitization Date.


 


“Serviced
Pari Passu Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled
“Type” in the “Whole Loans” chart in the Preliminary Statement that has at least one Serviced Pari Passu
Companion Loan and no Serviced Subordinate Companion Loans and, prior to the related Servicing Shift Securitization Date, each
of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loans” chart in the Preliminary Statement.


 






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For
the avoidance of doubt, the Serviced Pari Passu Mortgage Loans related to the Trust are the Mortgage Loans identified as “Washington
Avenue Portfolio”, “East Village Multifamily Portfolio” (prior to the related Servicing Shift Securitization
Date) and “American Metro Center” (prior to the related Servicing Shift Securitization Date) in the “Whole Loans”
chart in the Preliminary Statement.


 


“Serviced
Pari Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and
no Serviced Subordinate Companion Loans and, prior to the related Servicing Shift Securitization Date, each of the Whole Loans
identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans” chart
in the Preliminary Statement.


 


For
the avoidance of doubt, the Serviced Pari Passu Whole Loans related to the Trust are the Mortgage Loans identified as “Washington
Avenue Portfolio”, “East Village Multifamily Portfolio” (prior to the related Servicing Shift Securitization
Date) and “American Metro Center” (prior to the related Servicing Shift Securitization Date) in the “Whole Loans”
chart in the Preliminary Statement.


 


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


 


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


 


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


 


“Serviced
Subordinate Companion Loan”: Any Companion Loan that is part of a Serviced AB Whole Loan and is subordinate to the related
Pari Passu Companion Loan(s).


 


“Serviced
Whole Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loans” chart in the Preliminary Statement.


 


For
the avoidance of doubt, the Serviced Whole Loans related to the Trust are the Mortgage Loans identified as “Washington Avenue
Portfolio”, “East Village Multifamily Portfolio” (prior to the related Servicing Shift Securitization Date)
and “American Metro Center” (prior to the related Servicing Shift Securitization Date) in the “Whole Loans”
chart in the Preliminary Statement.


 


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


 






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“Serviced
Whole Loan Custodial Account”: With respect to any Serviced Companion Loan, the separate account created and maintained
by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial Account shall
not be an asset of the Trust, any Trust REMIC, but instead shall be held by the Companion Paying Agent on behalf of the Companion
Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion
Paying Agent are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount referenced in the second paragraph
of Section 3.04(b).


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement; provided, however, that no remittance is required
to be made until two (2) Business Days after receipt of properly identified funds constituting the related Periodic Payment with
respect to the related Serviced Whole Loan.


 


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


 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rates set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate (%)”, which
rate includes the rate at which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with
respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing
fees accrue), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the
same manner in which interest is calculated in respect of such loans. With respect to any Servicing Shift Mortgage Loan, prior
to the related Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing
Fee Rate” shall include the related Non-


 






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Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan
(other than any AB Subordinate Companion Loan or any Companion Loan related to a Servicing Shift Whole Loan), the “Servicing
Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to each Serviced AB Subordinate Companion Loan,
the “Servicing Fee Rate” shall be a per annum rate equal to 0%. With respect to each Companion Loan related to a Servicing
Shift Whole Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per
annum rate equal to the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating


 






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Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Retained Fee Rate”: An amount equal to 0.00125% per annum with respect to each Mortgage Loan.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole 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 Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced Pooling Agreement pursuant to the terms of
the related Co-Lender Agreement for such Servicing Shift Whole Loan. As of the Closing Date, each of (i) the East Village Multifamily
Portfolio Pari Passu Companion Loan identified as note A-1 and (ii) the American Metro Center Pari Passu Companion Loan identified
as note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing
Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. As of the Closing Date, each of the Mortgage Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing
Shift Whole Loan related to the Trust.


 


For
the avoidance of doubt, the Servicing Shift Mortgage Loans related to the Trust are the Mortgage Loans identified as “East
Village Multifamily Portfolio” and “American Metro Center” in the “Whole Loans” chart in the Preliminary
Statement.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
Pooling Agreement) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead
Note is to be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced
Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The
date on which either of (i) the East Village Multifamily Portfolio Pari Passu Companion Loan identified as note A-1 is included
in a securitization trust and (ii) the American Metro Center Pari Passu Companion Loan identified as note A-1 is included in a
securitization trust is a Servicing Shift Securitization Date related to the Trust (subject to the proviso in the immediately
preceding sentence).


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the pooling and servicing agreement entered into in


 






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connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, each of the Whole
Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loans”
chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust.


 


For
the avoidance of doubt, the Servicing Shift Whole Loans related to the Trust are the Whole Loans identified as “East Village
Multifamily Portfolio” and “American Metro Center” in the “Whole Loans” chart in the Preliminary
Statement.


 


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


 


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


 


(i)       (A)
with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment default shall have
occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced Companion Loan
has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or (B) with respect
to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Master Servicer (and the Master Servicer shall promptly forward a copy of such document to the
Special Servicer if it is not evident that a copy has been delivered to the Special Servicer), on or prior to the related Maturity
Date, with (a) a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent
or otherwise binding application for refinancing or similar document that is in each case, binding upon an acceptable lender or
(b) a signed purchase agreement, in the case of clause (a) or (b), reasonably satisfactory in form and substance
to the Master Servicer and (so long as no Control Termination Event is continuing) the Directing Holder, which provides that such
refinancing or purchase will occur within one hundred-twenty (120) days of such related Maturity Date, provided that the
Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan immediately if the related
Mortgagor fails to diligently pursue such financing or purchase or to pay any Assumed Scheduled Payment on the related Due Date
(subject to any applicable Grace Period) at any time before the refinancing or purchase or, if such refinancing or purchase does
not occur, the related Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan at
the end of such 120-day period (or for such shorter period beyond the date on which that Balloon Payment was due within which
the refinancing or purchase is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on
which such commitment or signed purchase agreement terminates); or


 


(ii)       the
Master Servicer (so long as no Consultation Termination Event is continuing, after consultation with the Directing Holder) makes
a judgment that


 






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a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor
within thirty (30) days; or


 


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


 


(iv)       any
Periodic Payment is more than sixty (60) days delinquent; or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained in force
and it has not been stayed or discharged or dismissed within sixty (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 Loan) be transferred to special servicing); or


 


(vi)       the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt,


 






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marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


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


 


(viii)       a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer (so long as no Consultation Termination Event is continuing, after
consultation with the Directing Holder) determines in its good faith reasonable judgment may materially and adversely affect the
interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage
Loan or related Serviced Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes
an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, thirty (30)
days); or


 


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


 


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


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that in the
event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning
of Item


 






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1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date
on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
is, with respect to net operating income information, for the Washington Avenue Portfolio Pari Passu Companion Loans, the East
Village Multifamily Portfolio Pari Passu Companion Loans and the American Metro Center Pari Passu Companion Loans, thirty (30)
days following the end of each fiscal quarter; provided that, as provided under the related loan agreement, the Master
Servicer shall request the related Mortgagor to provide such information in a timely manner as may be required to meet all filing
requirements under Regulation AB.


 


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


 


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


 


“SoCal
Retail Portfolio Co-Lender Agreement”: That certain Agreement Between Note Holders, dated as of June 19, 2019, by and
between the holders of the respective promissory notes evidencing the SoCal Retail Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: LNR Partners, LLC, and its successors-in-interest, or any successor special servicer appointed as provided
herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Special
Servicer Major Decision”: Any Major Decision with respect to a Non-Specially Serviced Mortgage Loan under clauses
(i) through (x) and (xvii) through (xx) of the definition of “Major Decision.”


 


“Special
Servicer Non-Major Decision”: Collectively:


 


(a)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers
of interests in the Mortgagor the existing collateral or material modifications of the existing


 






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collateral), (ii) 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 (iii) a modification that would permit
a Principal Prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such Principal Prepayment;
provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;


 


(b)       any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans as further identified on Schedule 3 to this Agreement, but excluding (subject to clause (d) below), as to Mortgage
Loans or Serviced Whole Loans which are Non-Specially Serviced Mortgage Loans, (A) any routine and/or customary escrow and reserve
fundings or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required or permitted
pursuant to the terms of the related Mortgage Loan documents, (B) any request with respect to a Mortgage Loan or Serviced Whole
Loan that is a Non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary course impounds, repair and replacement
reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance
with the related Mortgage Loan documents or (C) any other funding or disbursement as mutually agreed upon by the Master Servicer
and Special Servicer;


 


(c)       in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the related Mortgage Loan documents; provided that the foregoing is not otherwise
a Major Decision or another Special Servicer Non-Major Decision;


 


(d)       in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan; provided
that, in any case, Special Servicer Non-Major Decisions will not include (i) the release, substitution or addition of collateral
securing any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of
such collateral; or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and would
affect a non-material portion of the Mortgaged Property; provided that such release or substitution or addition of collateral
is not a Major Decision;


 


(e)       approving
easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan or Serviced Whole Loan; and


 






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(f)       approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements with respect to any lease that (a) involves a ground lease or lease of an outparcel or affects an area greater
than or equal to the lesser of (1) 30,000 square feet or (2) 30% of the net rentable area of the related Mortgaged Property, (b)
involves a tenant or space specifically identified by name or space location in the related Mortgage Loan documents as requiring
the consent of the lender for the associated activity or (c) such transaction is not a routine leasing matter for a customary
lease of space for parking office retail, warehouse, industrial and/or manufacturing purposes;


 


provided,
however, that with respect to clauses (a)(i) and (a)(ii) of this definition, the Master Servicer shall process
such request with respect to Non-Specially Serviced Mortgage Loans and obtain the consent or deemed consent of the Special Servicer
as provided in this Agreement.


 


Notwithstanding
the foregoing, the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer
shall process any of the foregoing matters with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan that is a Non-Specially Serviced Mortgage Loan in accordance with the terms and conditions reasonably agreed to by
the Master Servicer and the Special Servicer, including the Special Servicer’s consent. If the Master Servicer and the Special
Servicer mutually agree that the Master Servicer shall process a Special Servicer Non-Major Decision with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced Mortgage Loan, the Master
Servicer shall obtain the Special Servicer’s prior consent (or deemed consent) to such Special Servicer Non-Major Decision.


 


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


 


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


 


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


 


“Sponsors”:
Goldman Sachs Mortgage Company, a New York limited partnership, and its successors-in-interest, Argentic Real Estate Finance LLC,
a Delaware limited liability company, and its successors-in-interest and Starwood Mortgage Capital LLC, a Delaware limited liability
company, and its successors-in-interest.


 


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


 






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


 


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


 


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


 


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


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated
Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)       the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the


 






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sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Co-Lender
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR or Class H-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“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 a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Subsequent
Third Party Purchaser”: A “third party purchaser” (as defined in the Risk Retention Rule) for so long as
it holds one or more of the HRR Certificates.


 


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


 


“Surviving
Entity”: As defined in Section 6.03(b).


 






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“Tax
Returns”: The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions, together with any and all other information, reports or returns that may be required to
be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under
any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Servicing Retained Fee
Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of:


 


(a)       the
latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0%
of the aggregate Cut-off Date Principal Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal
balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the
Principal Balance Certificates as of the Cut-off Date; or (iii) two years after the Closing Date,


 


(b)       with
respect to the HRR Certificates only, the date on which all of the Mortgage Loans have been defeased in accordance with the risk
retention requirements set forth in §244.7(b)(8)(i) of the Risk Retention Rule; or


 


(c)       the
date that the Risk Retention Rule applicable to the HRR Retaining Party or the VRR Retaining Party are withdrawn or repealed in
their entirety as they relate to this securitization, the HRR Certificates or the VRR Interest;


 






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provided
that the termination of the Transfer Restriction Period shall not be effective without the written consent of the Retaining
Sponsor.


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “GS Mortgage Securities Trust 2019-GSA1”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced Pooling
Agreement; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v)
the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights
under the Insurance Policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other
than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor).


 


“Trust
REMIC”: As defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, in its capacity as trustee, and its-successors-in-interest, or any successor trustee appointed
as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 






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“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Goldman Sachs & Co. LLC and Drexel Hamilton, LLC.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section
3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the related Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues received with respect
to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in each case only to the extent that
such principal portion represents a recovery of principal for which no Advance was previously made pursuant to Section 4.03
in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation
Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses
of the Trust incurred in connection with the related Mortgage Loan.


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“USAA
Office Portfolio Co-Lender Agreement”: That certain Amended and Restated Agreement Between Noteholders, dated as of
November 8, 2019, by and between the holders of the respective promissory notes evidencing the USAA Office Portfolio Whole Loan,


 






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relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination), and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 99%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to
Section 3.26(i), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts
allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance
for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance
Certificates, each determined as of the Distribution Date immediately preceding such time. The Class R Certificates will not be
entitled to any Voting Rights.


 


“VRR
Interest”: As defined in the Preliminary Statement.


 


“VRR
Retaining Party”: Any Holder of all or any portion of the VRR Interest. As of the Closing Date, Argentic Securities
Holdings Cayman Limited is the VRR Retaining Party.


 


“Washington
Avenue Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of October 4, 2019, by and between
the holders of the respective promissory notes evidencing the Washington Avenue Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 






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


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion
Loan(s), collectively, as identified in the “Whole Loans” chart in the Preliminary Statement. With respect to each
Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related
Mortgage Loan and the related Companion Loan(s).


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan, and (b) such lower rate as would
result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest)
on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, from the date such Mortgage
Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related Maturity Date (or
if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to


 






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each expected payment
of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from
the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related
Maturity Date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000
when applied to each expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or
Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected
Loan through and including the then -related Maturity Date); provided that no Workout Fee will be payable by the issuing
entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Mortgage Loan
under clause (ii) or clause (iii) of the definition of “Servicing Transfer Event” (and no other clause
of that definition) and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan is modified by the Special Servicer in accordance with the terms of the Pooling and Servicing Agreement;
provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan
only because of an event described in clause (i) of the definition of “Servicing Transfer Event” as a result
of a payment default at maturity and the related collection of interest and principal is received within ninety (90) days following
the related Maturity Date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced
Whole Loan, the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from
the related borrower in connection with such workout. The Workout Fee with respect to any Specially Serviced Mortgage Loan that
becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect
to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only
to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium
set forth in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges
until there has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.


 


“YM
Group”: YM Group A or YM Group B, as applicable.


 


“YM
Group A”: As defined in Section 4.01(f)(i) of this Agreement.


 


“YM
Group B”: As defined in Section 4.01(f)(i) of this Agreement.


 


Section
1.02Certain Calculations.


 


Unless
otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations
of the parties hereto, the following provisions shall apply:


 


(i)       All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 






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(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan, are deemed to be received on the date they are applied in accordance
with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a) and Section 4.01(b), (b) any Realized
Losses allocated to such Class of Principal Balance Certificates, as applicable, on that Distribution Date pursuant to Section
4.04, and (c) any recoveries on the related Mortgage Loans, of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(a).


 


(iv)       All
net present value calculations and determinations made with respect to a Mortgage Loan, Mortgaged Property or REO Property (including
for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Mortgage Loan
documents or, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments
on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Mortgage Loan, by the Special Servicer, the
highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Co-Lender
Agreement or, if no application is specified in the related Co-Lender Agreement, then, to the extent such Co-Lender Agreement
refers to this Agreement for the application of trust expenses or such Co-Lender Agreement does not prohibit the following application
of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust
and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, to the Trust.


 






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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 2019-GSA1, 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 Mortgage Loan Purchase Agreement, (iii) the Co-Lender Agreements, and (iv) all escrow accounts, lock-box accounts and
all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of
principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-off Date and excluding any
Retained 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 is intended by the parties to constitute a sale.


 


(b)       In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
the Mortgage Loan Sellers (pursuant to the applicable Mortgage Loan Purchase Agreement) to deliver to and deposit with the Custodian
(on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with copies to be delivered,
together with any other documents and records that would otherwise be a part of the Servicing File, within five (5) Business Days
after the Closing Date, to the Master Servicer (other than with respect to the Non-Serviced Mortgage Loans). 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 Mortgage Loan Purchase
Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit
(exclusive of those relating to Non-Serviced Mortgage Loans), the applicable Mortgage Loan Seller shall deliver to the Master
Servicer and the Master Servicer shall hold the original (or copy, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect an assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Trustee (in care of the Master Servicer)) for the benefit of the Certificateholders and, if applicable, the related Serviced
Companion Noteholder, that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the
Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall
be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section


 






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2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b).
If a letter of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such
letter of credit on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion
Noteholder, in accordance with the applicable terms thereof and/or of the related Mortgage 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 ninety (90) days of the Closing Date. The applicable Mortgage Loan Seller shall pay any costs of
assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit
on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder,
and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order
that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
the related Serviced Companion Noteholder.


 


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 applicable Mortgage Loan Seller or its designee shall, within forty-five (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 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 related Mortgage Loan Purchase Agreement
that, except with


 






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respect to any Non-Serviced Mortgage Loan, it shall record and file, or cause a third party on its behalf to
record and file at such Mortgage Loan Seller’s expense, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate (or, with respect to any assignments that the Custodian has agreed to record or file pursuant
to this Agreement, deliver to the Custodian for such purpose and cause the Custodian to record and file), each related Assignment
of Mortgage and assignment of Assignment of Leases, in favor of the Trustee, referred to in clause (4) of the definition
of “Mortgage File” and each related UCC-3 assignment referred to in clause (14) of the definition of “Mortgage
File”. This subsection (c) shall not apply to any Non-Serviced Mortgage Loan because the documents referred to herein
have been assigned to an Other Trustee.


 


The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement
as to each Mortgage Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (2), (3), (6) (if recorded) and (14) 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 such 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 applicable 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 forward the same to the applicable Mortgage Loan Seller
(pursuant to the related Mortgage Loan Purchase Agreement) and such Mortgage Loan Seller shall promptly prepare or cause the preparation
of a substitute therefor or to cure such defect, as the case may be, and such Mortgage Loan Seller shall record and file, or cause
a third party on its behalf to record and 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
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to be
delivered and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the Mortgage
File, (ii) all documents and records not otherwise required to be


 






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contained in the Mortgage File that (A) relate to the origination
and/or servicing and administration of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the related Serviced Companion
Loans, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset
summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates)
and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and the
Serviced Companion Loans or holders of interests therein and (C) are in the possession or under the control of each Mortgage Loan
Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control of each Mortgage Loan
Seller that relate to the Mortgage Loans or any related Serviced Companion Loans, together with a statement indicating which Escrow
Payments and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans, provided that neither
Mortgage Loan Seller shall 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. The Master Servicer shall hold
all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders (and, insofar
as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion Holder).


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully
executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)       The
Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit of the Companion
Holders.


 


(g)       The
parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole Loan and
each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan under the
respective Co-Lender Agreement, any applicable Other Pooling and Servicing Agreement and any applicable Non-Serviced Pooling Agreement.


 


(h)       It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence Files
(including, if applicable, any additional documents that the related Mortgage Loan Seller believes should be included to enable
the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan; provided that such documents are clearly
labeled and identified) to the Intralinks Site each such Diligence File being organized and categorized in accordance with the
electronic file structure reasonably requested by the Depositor. Promptly upon completion of such delivery of the Diligence Files
(but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each
of the


 






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Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Controlling
Class Representative, the Asset Representations Reviewer and the Operating Advisor, to the addresses provided herein, an officer’s
certificate signed by the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the
Intralinks Site constitute all documents required under the definition of “Diligence File” (the “Diligence
File Certification”) and such Diligence Files are organized and categorized in accordance with the electronic file structure
reasonably requested by the Depositor.


 


(j)       Within
three (3) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format,
Initial Schedule AL Additional File in EDGAR-Compatible Format and the Annex A-1 to the Prospectus in EDGAR-Compatible Format
to the Master Servicer at NoticeAdmin@midlandls.com.


 


(k)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related
Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Non-Serviced Pooling Agreement, (ii) one hundred eighty (180) days following the Closing Date, and (iii) such Servicing Shift
Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments
and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing
Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon)
until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance
with the related Non-Serviced Pooling Agreement, (ii) one hundred eighty (180) days following the Closing Date, and (iii) such
Servicing Shift Whole Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date in which
case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such
Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor,
at its own expense, shall be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon
by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole
Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced
Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention
by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered
to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation
as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments
of assignment in the name of the related Other Trustee or related Non-Serviced Custodian, (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, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection
with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and


 






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items specified in clauses (9), (12),
(14) and (18) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other
Servicer.


 


Section
2.02Acceptance by Trustee.  (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt,
directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions
of the related Mortgage Files (to the extent such documents constituting the Mortgage Files are actually delivered to the Trustee
or Custodian) and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents
subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds
and will hold the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that are to
be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, if
applicable, the Companion Holders pursuant to Section 2.01(f). 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 Holder. In connection with the foregoing, the Custodian hereby certifies to each
of the other parties hereto, each Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage
Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession
or the possession of the Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit,
the copy of such Note) received by it or the Custodian with respect to such Mortgage Loan has been reviewed by it or by the Custodian
on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage
Loan.


 


(b)       On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all material exceptions have been removed and (iii) the day on which a 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 Section 2.01(c), Section 2.02(c) and Section 2.02(d)
of this Agreement and the terms of the related Mortgage Loan Purchase Agreement, certify in writing (substantially in the
form of Exhibit Q to this Agreement) to each of the other parties hereto, each Mortgage Loan Seller, each Underwriter and
each Initial Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion Holder) that, as to each
Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification):
(i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced
Mortgage Loans), (5), (7), (14) 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 applicable Mortgage Loan Seller has otherwise satisfied
the delivery requirements in accordance with the related Mortgage Loan Purchase Agreement; (ii) the recordation/filing contemplated
by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed
documents); (iii) all documents received by the Custodian with respect


 






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to such Mortgage Loan have been reviewed by the Custodian
on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage
Loan; and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b)
and only as to the foregoing documents (together with any loan agreement that has been delivered by the related Mortgage Loan
Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and
(v) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage
File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage
File” if the original of such document is not in the Custodian’s possession because it has not been returned from
the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b) should
indicate the absence of such original. If the Custodian’s obligation to deliver the certifications contemplated in this
subsection terminates because two years have elapsed since the Closing Date, the Custodian shall deliver a comparable certification
to any party hereto, the Companion Holder and any Underwriter and any Initial Purchaser on request.


 


(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 Mortgage 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), (14) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of
“Mortgage File” have been received, appear regular on their face and such additional information as will be necessary
for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.


 


(e)       If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section
2.03Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution
of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.  (a) The Depositor hereby represents
and warrants that:


 






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(i)       The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and
authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)       Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar 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;


 






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(v)       The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)       No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)       Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by each Mortgage Loan Seller
pursuant to the related Mortgage Loan Purchase Agreement;


 


(viii)       The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement) to any Person other than the Trustee; and


 


(ix)       The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by
each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement) 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)       If
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor
(solely in its capacity as operating advisor) discovers (without implying any duty of such Person to make, or to attempt to make,
such a discovery) or receives notice alleging (A) that any document constituting a part of a Mortgage File has not been properly
executed, is missing, contains information that does not conform in any material respect with the corresponding information set
forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) a breach of any representation or warranty of a Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage
Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”), then such Person shall give prompt
written notice thereof to the related Mortgage Loan Seller, the Directing Holder (prior to the occurrence and continuance of a
Consultation Termination Event), the other parties hereto, any related Companion Holder (if applicable) and, subject to Section
13.10 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect
is deemed in accordance with Section 2.03(c) of this Agreement to materially and adversely affect, the value of the related
Mortgage Loan (or any related REO Property) or the interests of the Trustee or the Certificateholders therein or causes any Mortgage
Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect”
or such Breach shall constitute a “Material Breach”; and a Material Breach and/or a Material Document Defect,
as the case may be, shall constitute a “Material Defect”, as the case may be. The Master Servicer (with respect
to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine,
with respect to any affected Mortgage Loan or REO Loan, whether a Document Defect or a Breach is a Material Defect. The Master
Servicer or the Special Servicer may (but will not be obligated


 






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to) consult with the Master Servicer or the Special Servicer regarding
any determination of a Material Defect for a Non-Specially Serviced Mortgage Loan. If such Document Defect or Breach has been
determined to be a Material Defect then the Master Servicer or the Special Servicer that made such determination shall give prompt
written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto and (for so long as no Consultation Termination
Event is continuing) the Directing Holder. Promptly upon becoming aware of any Material Defect (including through a written notice
given by any party to this Agreement), the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Mortgage
Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall require the
related Mortgage Loan Seller, not later than ninety (90) days from the earlier of (a) the earlier of such Mortgage Loan Seller’s
discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect, or (b) in the
case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material
Defect (such 90-day period, the “Initial Cure Period”), to (i) cure such Material Defect in all material respects
(which cure shall include payment of losses and any additional Trust Fund expenses associated therewith, including the amount
of any fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan), (ii) Repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage
Loan that is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection
Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for which
no substitution shall be permitted) for such affected Mortgage Loan (provided that in no event shall any such substitution
occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that if (i) such Material Defect is capable of being cured but not within
such Initial Cure Period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified Mortgage
and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect
within such Initial Cure Period, then such Mortgage Loan Seller shall have an additional ninety (90) days (such additional ninety
(90) day period, the “Extended Cure Period”) to complete such cure or, in the event of a failure to so cure,
to complete such Repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s
receiving such Extended Cure Period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons such
Material Defect was not cured within the Initial Cure Period and what actions the related Mortgage Loan Seller is pursuing in
connection with the cure of such Material Defect and stating that such Mortgage Loan Seller anticipates that such Material Defect
will be cured within such Extended Cure Period); and provided, further, that, if any such Material Defect is still
not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related 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 the related Mortgage Loan Seller certifies
to the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator every thirty
(30) days thereafter that the Document Defect is still in


 






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effect solely because of its failure to have received the recorded document
and that the related 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 eighteen (18) months following
the Closing Date. If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted
for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution
Shortfall Amount are to be wired. Any such Repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the
month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced, and received
by the Master Servicer or the Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including,
the related date of Repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due
with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the 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 applicable Mortgage Loan Seller effecting the related Repurchase or substitution within two (2)
Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after
the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute
a “Mortgage Loan” hereunder for all purposes. Notwithstanding the foregoing, if a Mortgage Loan is not secured by
a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing
home, assisted living facility, theatre or fitness center (operated by a Mortgagor), then the failure to deliver to the Custodian
copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust (and, with respect to any Mortgage Loan other than an applicable Excluded Loan or a Servicing
Shift Mortgage Loan, with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing)
(each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss
of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(f)
of this Agreement. The Special Servicer shall determine the amount of any applicable Loss of Value Payment (with the consent of
the Directing Holder in respect of any Mortgage Loan that is not an applicable Excluded Loan and for so long as no Control Termination
Event has occurred and is continuing) and, in the case of any Repurchase Request with respect to Non-Specially Serviced Mortgage
Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the Master Servicer for its enforcement
action with the applicable Mortgage Loan Seller. In connection with any such determination with respect to any Non-Specially Serviced
Mortgage Loan, the Master Servicer shall promptly provide the Special Servicer but in any event within the time frame and in the
manner provided in Section 3.19, with the Servicing File and all information, documents and records (including records


 






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stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Mortgage Loan and,
if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available
to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to the extent set forth
in Section 3.19 in order to permit the Special Servicer to calculate the Loss of Value Payment as set forth in this Section
2.03(b). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect
of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the
sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of
any obligation of a Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage
Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or
settlement between each Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) or
the Special Servicer (in the case of Specially Serviced Mortgage Loans) on behalf of the Trust, provided that (i) prior
to any such agreement or settlement nothing in this paragraph shall preclude a Mortgage Loan Seller, the Master Servicer or the
Special Servicer, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected
Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured
by a Loss of Value Payment.


 


The
cure, repurchase and substitution obligations or the obligation to pay the Loss of Value Payment described herein will constitute
the sole remedy available to the Certificateholders in connection with a Material Breach of any representation or warranty or
a Material Document Defect with respect to any Mortgage Loan. None of the Depositor, the Underwriters, the Master Servicer, the
Special Servicer the Trustee, the Certificate Administrator or any other person will be obligated to repurchase or replace any
affected Mortgage Loan or make a Loss of Value Payment in connection with a Breach of any of the representations and warranties
or a Document Defect if a Mortgage Loan Seller defaults on its obligations to do so.


 


If
the Special Servicer or the Depositor receives (i) a Repurchase Communication of a request or demand for repurchase or replacement
of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “15Ga-1 Repurchase Request”)
or (ii) a Repurchase Communication of a withdrawal of a 15Ga-1 Repurchase Request of which notice has been previously received
or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the related Mortgage Loan Seller, the other parties
hereto, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event), any Companion Holder
(if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the extent notice has
not previously been delivered to such Persons pursuant to this sentence). If the Special Servicer receives a Repurchase Communication
that any Mortgage Loan that was subject of a 15Ga-1 Repurchase Request has been repurchased or replaced (a “Repurchase”),
or that such 15Ga-1 Repurchase Request has


 






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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 15Ga-1 Repurchase Request, and unless it is the party that notified the Special Servicer thereof, the Certificate
Administrator and the Trustee.


 


Each
notice of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be
given by a party pursuant to this Section 2.03(b) (each, a “15Ga-1 Notice”) shall be given no later
than ten (10) Business Days after receipt of a Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage
Loan, (ii) the date that the Repurchase Communication regarding the 15Ga-1 Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request
(as asserted in the 15Ga-1 Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect
to a 15Ga-1 Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such 15Ga-1 Repurchase
Request.


 


If
the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such 15Ga-1 Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer (with respect to any
Mortgage Loan or REO Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder,
and include the following statement in the related correspondence: “This is a Repurchase Communication regarding [a “15Ga-1
Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request
Rejection”] under Section 2.03(b) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 2019-GSA1
Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, requiring action by you as the recipient of such [15Ga-1 Repurchase
Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase
Communication of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the
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 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section
2.03(b) with respect to such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection.


 


No
Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(b) (a “15Ga-1 Notice Provider”)
shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. Each


 






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Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section
2.03(b) is so provided only to assist the applicable Mortgage Loan Seller, the Depositor and their respective Affiliates to
comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action
taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(b) by
a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right
the 15Ga-1 Notice Provider may have with respect to any Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1
Repurchase Request that is the subject of a 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver one (1) PDF and ten (10)
originals of a power of attorney substantially in the form of Exhibit F to the applicable Mortgage Loan Purchase Agreement
to the Master Servicer and the Special Servicer, that permits such parties to take such other action as is necessary to effect
the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been
delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to each Mortgage Loan Purchase
Agreement, the related Mortgage Loan Seller will be required to effect (at such Mortgage Loan Seller’s expense) the assignment
and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents
has been completed.


 


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 a 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.


 


(c)       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 related Mortgage Loan Purchase Agreement for any Mortgage Loan shall be
deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document
Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document
Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the
validity or priority of any lien on any collateral securing the Mortgage or for any immediate significant servicing obligation.


 






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(d)       In
connection with any Repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by such Mortgage Loan
Seller evidencing such Repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable
Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or
endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee on behalf of the Trust or as otherwise reasonably requested to
effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the related Mortgage Loan Seller or its
designee; provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt
shall be deemed to be the Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a
Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have
been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver
in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated
by this Section 2.03(d), and such other instruments as may be necessary or appropriate to transfer title to an REO Property
(including with respect to the Non-Serviced Mortgage Loans) in connection with the Repurchase of, or substitution for, an REO
Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided,
however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer
or any of its agents or Subcontractors. The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides
that in the event a Qualified Substitute Mortgage Loan is substituted for a Mortgage Loan by the related Mortgage Loan Seller
as contemplated by this Section 2.03, such Mortgage Loan Seller will be required to deliver to the Custodian the Mortgage
File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed
by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the
definition of “Qualified Substitute Mortgage Loan” in this Agreement.


 


(e)       Each
Mortgage Loan Purchase Agreement provides 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.


 


(f)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect, as to any other Crossed Underlying Loan in
the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed
to constitute a Material Defect or Breach as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for


 






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such other Crossed
Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed
Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans
in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(f) and Section 2.03(g), all other
terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(g)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event under the relevant provisions
of the Code or the imposition of tax on any of such REMICs or the Trust and (iii) in connection with such partial release, the
related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared
and executed in connection with such partial release.


 


(h)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(b) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Master Servicer
or, with respect to a Specially Serviced Mortgage Loan, the Special Servicer, on behalf of the Trustee, as assignee of the Depositor,
shall, as set forth in the applicable Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s
Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related
Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee,
so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary
Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its
remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have
agreed in the applicable Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the related Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related


 






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Mortgage
Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(i)       (i)
In the event an Initial Requesting Holder delivers a written request to the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely in its capacity as the Operating
Advisor) or the Custodian that a Mortgage Loan be repurchased by a Mortgage Loan Seller alleging the existence of a Material Defect
with respect to such Mortgage Loan and setting forth the basis for such allegation (an “Owner Repurchase Request”),
such party shall promptly forward that Owner Repurchase Request to the Master Servicer and the Special Servicer. The Enforcing
Servicer, shall then promptly forward that Owner Repurchase Request to the related Mortgage Loan Seller and each other party to
this Agreement and take the actions required under Section 2.03(j). Subject to Section 2.03(j), the Enforcing Servicer
shall be the Enforcing Party with respect to the Owner Repurchase Request. If a Resolution Failure occurs with respect to the
Owner Repurchase Request, the provisions described in Section 2.03(j)(i) shall apply.


 


(ii)       In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage Loan, that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement, identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”, and each of
an Owner Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer
shall promptly forward such PSA Party Repurchase Request to the related Mortgage Loan Seller. Subject to Section 2.03(j),
the Enforcing Servicer shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution Failure
occurs with respect to the PSA Party Repurchase Request, the provisions described below under Section 2.03(j) shall apply.


 


(iii)       In
the event the Repurchase Request is not Resolved within one hundred eighty (180) days after the applicable Mortgage Loan Seller
receives the Repurchase Request (a “Resolution Failure”), the provisions described in Section 2.03(j)
shall apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request
is sent to the related Mortgage Loan Seller.


 


(iv)       Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially Serviced
Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably


 






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available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced
Mortgage Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File, information, documents
and records, the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(j)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Holder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a
“Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, at the address specified in the
Initial Requesting Holder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator shall
make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners, by posting such notice
on the Certificate Administrator’s Website, indicating the Enforcing Servicer’s intended course of action with respect
to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing Servicer,
the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation
Termination Event has occurred) the Directing Holder regarding any Proposed Course of Action. The Proposed Course of Action Notice
shall include (a) a request to the Certificateholders to indicate their agreement with or dissent from such Proposed Course of
Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
thirty (30) days after the date of such notice and a disclaimer that responses received after such thirty (30) day period will
not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the
Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority, by
Certificate Balance, of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the
case may be, in accordance with the procedures described below relating to the delivery of the Preliminary Dispute Resolution
Election Notices and Final Dispute Resolution Election Notices, (c) a statement that responding Certificateholders will be required
to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree”
or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding
Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. Within three (3) Business
Days after the expiration of the thirty (30) day response period, the Certificate Administrator shall tabulate the responses received
from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count
responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the applicable Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(j) shall be limited solely to tabulating Certificateholder responses of
“agree” or “disagree” to the Proposed Course


 






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of Action, and such obligation shall not be construed to
impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority, by Certificate Balance, of the responding Certificateholders.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial
Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter
to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action
is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request
but the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute
resolution method selected by the Enforcing Servicer, then the Initial Requesting Holder, if any, or such other Certificateholder
or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within thirty (30) days after the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial
Proposed Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration,
(b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing
Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s
initial Proposed Course of Action, such additional responses from other Certificateholders and Certificate Owners shall also be
considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining
the course of action approved by the majority, by Certificate Balance, of Certificateholders.


 


(ii)       If
neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute
Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have
the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, shall
be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Holder pursuant
to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Holder, if any, or (b) any other Certificateholder or Certificate Owner (other than the Holder of the VRR
Interest or the HRR Certificates) (each of clauses (a) or (b), a “Requesting Holder”), the Enforcing
Servicer shall consult with each Requesting Holder regarding such Requesting Holder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Holder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur


 






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and be completed
no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to
establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the
timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Holder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Holder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under
this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to
the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)       If
a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting
Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or
arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then
such Requesting Holders will collectively become the Enforcing Party, and the Holder or Holders of a majority of the Voting Rights
among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no
Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after delivery
of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Holder to act as
the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall
take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all
purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material
Defect shall not be deemed waived with respect a Requesting Holder, any other Certificateholder, Certificate Owner or the Enforcing
Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed
Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action
Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer
shall again become the Enforcing Party and, as such, shall be the sole party obligated and entitled to determine a course of action
including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it


 






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is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       In
the event a Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party
to any proceedings against the related Mortgage Loan Seller; provided that the degree and extent to which the Enforcing
Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation
with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and an applicable
Excluded Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, none of the Depositor,
a Mortgage Loan Seller (with respect to the subject Mortgage Loan) or any of their respective Affiliates shall be entitled to
be an Initial Requesting Holder or a Requesting Holder, to act as a Certificateholder for purposes of delivering any Preliminary
Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote Certificates owned by it or
such Affiliate(s) with respect to the course of action proposed or undertaken pursuant to the procedures described in Section
2.03(i) and Section 2.03(j).


 


(k)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions will apply:


 


(i)       The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures promulgated
by the Mediation Services Provider.


 


(ii)       The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and either, commercial real estate finance or commercial mortgage-backed securitization matters or other
complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services Provider.
Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have the right
to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 






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   (l)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)       The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
promulgated by the Arbitration Services Provider.


 


(ii)       The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization
matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration
Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each
party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential
arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator from the remaining attorneys
on the list respecting the preference choices of the parties to the extent possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within one hundred twenty (120) days. The arbitrator
shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in
accordance with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary
judgment and other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the
arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the


 






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related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)       No
Person may bring a putative or certified class action to arbitration.


 


(m)       The
following provisions will apply to both mediation and third-party arbitration:


 


(i)       Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)       If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives


 






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a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify
the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall
be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will
be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination
Event has not occurred and is continuing and an applicable Excluded Loan is not involved, and in accordance with the Servicing
Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and
deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the
event a Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Holder.


 


(v)       In
the event a Requesting Holder is the Enforcing Party, the Requesting Holder to pay any expenses allocated to the Enforcing Party
in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or a Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that Certificateholders
and Certificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Holder to refer a Repurchase Request to mediation
or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to
perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder.


 


(viii)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 






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Section
2.04  Execution of Certificates; Issuance of Lower-Tier Regular Interests.    The Trustee hereby acknowledges the
assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the
Mortgage Files and a fully executed original counterpart of each Mortgage Loan Purchase Agreement, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC. Concurrently with such assignment and delivery, and in exchange
for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee
(i) acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor in exchange for the
Mortgage Loans; (ii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC;
and (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class
R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR
Interest and the Class UR Interest).


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01 The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the
Mortgage Loans, the Serviced Companion Loans and REO Properties.  (a) Each of the Master Servicer and
Special Servicer shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage
Loan), any related Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a
Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement, the Mortgage Loan
documents and the related Co-Lender Agreements on behalf of the Trust and in the best interests of and for the benefit of the
Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the
Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature of such
Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or
any Mortgage Loan with related mezzanine debt, the related Co-Lender Agreement) and the terms of the respective Mortgage
Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the
Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related
Co-Lender Agreement, the related Co-Lender Agreement shall control; provided that in no event shall the Master
Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms
of any Co-Lender Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the
Servicing Standard or the REMIC Provisions. The Special Servicer shall be the Special Servicer with respect to all the
Mortgage Loans, any Serviced Companion Loan and


 






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other related assets in the Trust and, as such, shall
service and administer such Mortgage Loans, any Serviced Companion Loan and such other assets as shall be required of the Special
Servicer hereunder and under any related Co-Lender Agreement. For purposes of this Agreement and any references to the duties
and obligations of the Special Servicer, any references to Mortgage Loans in the context of such duties and/or obligations shall
be deemed to refer solely to the Mortgage Loans serviced by the Special Servicer and no other Mortgage Loan, Serviced Companion
Loan or other related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent
with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill,
prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar
mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery
of all payments or principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Mortgage Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value basis on such
Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a
collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests
of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and
the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari
passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent,
institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict
of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer, as the case may be, or any Affiliate
of the Master Servicer or the Special Servicer, as the case may be, may have with any Mortgagor or any Affiliate of such Mortgagor,
any Mortgage Loan Seller, the originators or any other parties to this Agreement or any Affiliate of the foregoing; (ii) the ownership
of any Certificate (or any interest in any Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan) by
the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii)
the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder
or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties
not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any
of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii)
any option to purchase any Mortgage Loan or any related Companion Loan the Master Servicer or the Special Servicer, as


 






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the case
may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of
their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer
or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred
to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise
provided herein with respect to Non-Specially Serviced Mortgage Loans in connection with any Special Servicer Major Decision or
Special Servicer Non-Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided
that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared,
all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein
as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that
the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the
Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
will not have any responsibility for the performance by the Special Servicer, in its capacity as a Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as a Special Servicer, will not have any responsibility for the performance
by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions
specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Special Servicer Major
Decision or Special Servicer Non-Major Decision by the Special Servicer in accordance with the terms of this Agreement and (ii)
Section 3.19, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Mortgage Loan
or any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to
collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports
in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section
3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced
Mortgage Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other
issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision
herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability
or recoverability of payments on the


 






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Mortgage Loans or any related Serviced Companion Loan or shall be construed to impair or
adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with
respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any
provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for
the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with
respect to one or more of the Mortgage Loans, any related Serviced Companion Loans. No provision hereof shall be construed to
impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in
respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such
determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things
in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name
of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee
to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced
Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan or any related Serviced Companion Loan,
it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other documents
or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing
statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the related
Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii)
subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under
or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation,
pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other
comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or
proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph). The Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required to be
provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the
Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R
attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer,
as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers
of attorney substantially in the form of Exhibit R, attached hereto (or such


 






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other form as mutually agreed to by the Trustee
and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master
Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer as the case may be, shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or 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 required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from
each Companion Loan Rating Agency, the Master Servicer shall require the costs of such Rating Agency Confirmation and Companion
Loan Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Co-Lender Agreement) require the Mortgagor to bear the costs of any Rating
Agency Confirmation or Companion Loan Rating Agency Confirmation, the Master Servicer shall not waive the requirement that such
costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Co-Lender Agreement) are silent as to who bears the costs of any Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, the Master Servicer shall use reasonable efforts to have the Mortgagor bear such
costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other
than as a Property Protection Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 






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(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such
letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of
default under such Ground Lease required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground Lease
shall be delivered to the Master Servicer and that the Master Servicer or the Special Servicer shall service the related Mortgage
Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier than the date the applicable
Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately preceding
sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in
connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor
to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the related Mortgage Loan Purchase
Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications
to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised
reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable
Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such
costs and expenses as and to the extent required under the related Mortgage Loan Purchase Agreement. The costs and expenses of
any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer
shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan
Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Co-Lender Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder, to or for the benefit of the Trust or any party hereto in accordance
with the related Co-Lender Agreement remain due and owing.


 


(i)       The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to Section 3.19,
use


 






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commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Co-Lender Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Co-Lender Agreement, (i) with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan and then,
by the Trust.


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Co-Lender
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Co-Lender Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner
and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Co-Lender Agreement and the
rights of the related Non-Serviced Master Servicer


 






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and Non-Serviced Special Servicer with respect thereto under the related Non-Serviced
Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage Loan, the Special Servicer) shall
use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Co-Lender Agreement and further acknowledge that, pursuant to the related Non-Serviced Co-Lender Agreement, (i) the related Non-Serviced
Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer
in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced Companion
Loan is no longer part of the Trust Fund created by the related Non-Serviced Pooling Agreement and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Co-Lender Agreement, the related Non-Serviced
Whole Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement, until such time as a new
servicing agreement has been agreed to by the parties to the related Non-Serviced Co-Lender Agreement in accordance with the provisions
of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result
in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Co-Lender Agreement. The Master Servicer (or,
if a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Co-Lender Agreement. In the event of any conflict between this Agreement and the related Co-Lender Agreement,
the provisions of the related Co-Lender Agreement shall control.


 


(n)       In
connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan, upon the request of
(and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special
Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)       To
the extent required under the any Mortgage Loan documents, the Master Servicer shall, on behalf of the related lender, maintain
a Note register for the related Mortgage Loan or Whole Loan, as applicable, in accordance with such Mortgage Loan documents.


 






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Section
3.02Collection of Mortgage Loan Payments.  (a) Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion Loans
it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standard); other than requests for collection, until the Maturity Date of the related Mortgage
Loan or until the outstanding principal balance of such Mortgage Loan has been paid in full; provided, further,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage
Loan and Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive
months with respect to any Mortgage Loan and Serviced Companion Loan; provided that the Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage
Loan and Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no
Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage
Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject
to the Servicing Standard, only after the Master Servicer or the Special Servicer, as applicable, has, prior to the occurrence
of a Consultation Termination Event, given notice of a proposed waiver to the Directing Holder and, prior to the occurrence and
continuance of a Control Termination Event, the Directing Holder has consented to such additional waiver (provided that
if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Holder
in writing within five (5) days of giving such notice, then the Directing Holder shall be deemed to have consented to such proposed
waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event,
the Master Servicer or the Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Holder; provided, further, that the Directing Holder shall have no consent
rights with respect to any applicable Excluded Loan with respect to the foregoing waivers.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Co-Lender Agreement), other than with respect to the application of Liquidation Proceeds, all amounts collected
by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and
Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive
of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender Agreement) will be applied
in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and unpaid interest


 






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at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the
Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage
Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual period in which
such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a)(x) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant
to clause fifth below on earlier dates) or (y) with respect to any accrued and unpaid interest that was not advanced
due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent
such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with
related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not
having been made as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable
Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 






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eighth,
as a recovery of any Yield Maintenance Charge or prepayment premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees); and


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


provided
that to the extent required under the REMIC Provisions of the Code, payments or proceeds received (or receivable by exercise
of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property
(including in connection with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced
Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real
property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal
balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by such REMIC Provisions; provided, further,
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO
Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the
related Non-Serviced Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan, shall be allocated first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated to the
related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)       Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan pursuant to the terms of the related Co-Lender Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout- Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or


 






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reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on
such Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage
Loan at the applicable Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan
interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a)(x)
the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued
and unpaid interest pursuant to clause fifth below or clause fifth of the prior waterfall above on
earlier dates) or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related
P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability
preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related
P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b)
Accrued AB Loan Interest;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan
to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not
having been made as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable
Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior waterfall above on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or prepayment premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees);


 






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provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each
Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated
first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage
Loan, shall be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Co-Lender Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan
or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month
in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       [Reserved.]


 


(e)       With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)       (A)
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of written
notice by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole
Loan, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related
Non-Serviced Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T)
stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan


 






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under
the related Non-Serviced Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change
in the identity of the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder”
under each Co-Lender Agreement (together with the relevant contact information (to the extent the Certificate Administrator has
received notice of such event and the relevant contact information)). The Master Servicer shall, within two (2) Business Days
of receipt of properly identified and available funds, deposit into the Collection Account all amounts received with respect to
the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03 Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one or more
accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall
administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents,
as the case may be. Any Servicing Account related to a Serviced Whole Loan, shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of
either noteholder therein as set forth in the related Co-Lender Agreement. Amounts on deposit in Servicing Accounts may only be
invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in
Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts
to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing
Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse
the Trustee and then the Master Servicer, if applicable, for any Property Protection Advances; (iii) refund to Mortgagors any
sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by
applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the
Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts
to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay
Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account
at the termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer
shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the
terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer
be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor
an administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable


 






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in
respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the applicable REO Account or by the Master Servicer
as Property Protection Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any
reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor
to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items,
the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans, Companion Loan
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any
event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment
of such items.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular Advance would not, if made, constitute a
Nonrecoverable Property Protection Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the Master Servicer shall not be required to make such Advance until the later of five (5) Business Days
after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received
confirmation that such item has not been paid or the date prior to the date after which any penalty or interest would accrue in
respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5)
Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make
any Property Protection Advance with respect to a given Specially Serviced Mortgage Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Property Protection
Advances required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not
be entitled to make such a request (other than for Property Protection Advances required to be made on an urgent or emergency basis)


 






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more
frequently than once per calendar month (although such request may relate to more than one Property Protection Advance). The Master
Servicer may pay the aggregate amount of such Property Protection Advances listed on a monthly request to the Special Servicer,
in which case the Special Servicer shall remit such Property Protection Advances to the ultimate payees. The Special Servicer
shall have no obligation to make any Property Protection Advances; provided, that in an urgent or emergency situation requiring
the making of a Property Protection Advance, the Special Servicer may make a Property Protection Advance. Within five (5) Business
Days of making such a Property Protection Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement
for such Property Protection Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Property Protection Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Property Protection
Advances (other than Nonrecoverable Property Protection Advances which shall be reimbursed from the Collection Account) made by
the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made
to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within
five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available
funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special
Servicer of any Property Protection Advance and payment to the Special Servicer of interest thereon, all in accordance with this
Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Property Protection
Advance at the same time as the Special Servicer actually made such Property Protection Advance, and accordingly, the Master Servicer
shall be entitled to be reimbursed for such Property Protection Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Property Protection Advance at the time the Special Servicer did.


 


Any request by the Special
Servicer that the Master Servicer make a Property Protection Advance shall be deemed to be a determination by the Special Servicer
that such requested Property Protection Advance is not a Nonrecoverable Property Protection Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Property Protection Advance previously made by the Master
Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Property Protection Advance. The Master
Servicer shall be entitled to conclusively rely on such a determination, but such determination shall be binding upon the Master
Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all
of, any previously made or proposed Property Protection Advance is a Nonrecoverable Advance, the Master Servicer shall have the
right to make its own subsequent determination that any remaining portion of any such previously made or proposed Property Protection
Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from
the Mortgagors and further as provided in Section


 






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3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans, any related Serviced Companion Loan, notwithstanding that the terms of such Mortgage Loans
or related Serviced Companion Loan, so permit. If the Master Servicer fails to make any required Property Protection Advance as
and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee
shall make such Property Protection Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary,
no Property Protection Advance shall be required hereunder if such Property Protection Advance would, if made, constitute a Nonrecoverable
Property Protection Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Property
Protection Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any
Property Protection Advances under this Agreement.


 


Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its
own funds for, or to make at the direction of the Special Servicer, any Property Protection Advance if the Master Servicer determines
in its reasonable judgment that such Property Protection Advance, although not characterized by the Special Servicer as a Nonrecoverable
Property Protection Advance, is in fact a Nonrecoverable Property Protection Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Property Protection Advance shall be reimbursed
to the Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Loans) to make a
payment from amounts on deposit in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or the Special Servicer, as applicable) has determined that a Property Protection Advance with respect
to such expenditure would be a Nonrecoverable Property Protection Advance (unless, with respect to Specially Serviced Mortgage
Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure
would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would
cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or
Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer, as applicable, determines
in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making
such expenditure is in the best interest of the Certificateholders, all as a collective whole (taking into account the subordinate
or pari passu nature of any Companion Loans). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable
Property Protection Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant
to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer is


 






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obligated
to make property protection advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer
shall be entitled to reimbursement for Nonrecoverable Property Protection Advances with respect to such Non-Serviced Whole Loan
(with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling Agreement)
in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Co-Lender Agreement.


 


(d)       In
connection with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole Loan Custodial
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the
Trustee, the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive,
out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Property Protection Advance from the date made to, but not including, the date of reimbursement. Subject
to Section 3.17(c), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be,
for any outstanding Property Protection Advance as soon as practically possible after funds available for such purpose are deposited
in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount thereof by the Companion Paying
Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and rights to defer recovery of such
amounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s options and rights
to defer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse the Special Servicer for
any outstanding Property Protection Advance as provided for in this sentence. To the extent amounts on deposit in the Serviced
Whole Loan Custodial Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master
Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage
Loan under the related Co-Lender Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04 The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced Whole Loan
Custodial Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account.  (a) The Master Servicer shall
establish and maintain, or cause to be established and maintained, a Collection


 






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Account
in which the Master Servicer shall deposit or cause to be deposited and in no event later than the second Business Day following
receipt of properly identified and available funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the applicable
Mortgage Loan Seller or its designee and other than any amounts received from Mortgagors which are received in connection with
the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a period subsequent thereto:


 


(i)       all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)       all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Yield Maintenance Charges and
Default Interest;


 


(iii)      late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)     all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage
Loan Seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)      any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)     any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to


 






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withdraw
immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with
the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and Modification Fees actually received from Mortgagors
on Specially Serviced Mortgage Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Mortgage Loans, the
Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account,
in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into its REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer
shall give notice to the Trustee, the Special Servicer the Certificate Administrator and the Depositor of the new location of the
Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account (if established) in trust for the benefit of the Certificateholders,
and (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders. The Master Servicer shall deliver
to the Certificate Administrator each month on or before the Master Servicer Remittance Date therein, for deposit in the Lower-Tier
REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), and (c) of the definition of Available Funds) for the related Distribution
Date.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Serviced
Whole Loan Custodial Account, which may be a subaccount of the Collection Account, for distributions to


 






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each
Companion Holder, to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following
receipt of available and properly identified funds, deposit in the Serviced Whole Loan Custodial Account any and all amounts received
by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Co-Lender Agreement to be deposited
therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced Companion Loan
all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying
Agent each month, on or before the Master Servicer Remittance Date therein, for deposit in the Serviced Whole Loan Custodial Account,
an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to
the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of
this Agreement and the related Co-Lender Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances
relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan
Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount
equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such dates;
provided, however, that in no event shall the Master Servicer be required to transfer to the Serviced Whole Loan
Custodial Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under
the other provisions of this Agreement and/or the related Co-Lender Agreement; (2) on each Serviced Whole Loan Remittance Date,
the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance
shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Serviced Whole Loan Custodial
Account, and, if established, the Gain-on-Sale Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)      any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer the Holders of the Controlling Class or the Holders of the
Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the


 






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Trust
Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)      any
Yield Maintenance Charges with respect to the Mortgage Loans, actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the
date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests
as specified in Section 4.01(c) and Section 4.01(f), respectively.


 


Funds on deposit in the
Interest Reserve Account, the Serviced Whole Loan Custodial Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account, shall not be invested for so long as Wells Fargo
Bank, National Association is the Certificate Administrator; provided, however, that if, at any time, Wells Fargo
Bank, National Association is no longer the Certificate Administrator, such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator in Permitted Investments selected by the Certificate Administrator which
shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator
to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to
its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name of successor certificate
administrator], as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders
of the GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of the GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage


 






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Pass-Through Certificates, Series 2019-GSA1 as their
interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable
for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be
located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master
Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account, prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than the Serviced Whole Loan Custodial Account, if it is a sub-account of the Collection Account),
the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Accounts, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC; the Serviced Whole Loan Custodial Account (including interest, if any, earned on the investment of funds in such account)
will be owned by the Companion Holders, as applicable; the Upper-Tier REMIC Distribution Account (including interest, if any, earned
on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan, in connection with such sale and remit such funds to the Master
Servicer, who shall remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain
on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Co-Lender Agreement
shall be remitted to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account.


 






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(d)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Pooling Agreement shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(e)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(f)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered
by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. Furthermore, for all federal tax purposes,
the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account
to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan
Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner
of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05 Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account. (a) The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account) for any of
the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Serviced Whole Loan
Custodial Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced
Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause
(ii)(A) with respect to any Mortgage Loan, related Serviced Companion


 






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Loan,
Specially Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage
Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are
allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees
and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO Loan or Corrected Loan, as applicable, and any expense
incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid
first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect
of the related Specially Serviced Mortgage Loan (provided that, in the case of such payment relating to a Serviced Whole
Loan, such payment shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their respective Stated Principal Balances), or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan, and then, from the AB Mortgage Loan (and any related
Pari Passu Companion Loans on a pro rata basis) and then out of general collections on the Mortgage Loans and REO
Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (other than any related Companion Loan), as applicable, the
Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee (but only to the extent
actually received from the related Mortgagor) pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially
Serviced Mortgage Loan, or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan, (whether in the form of payments, P&I Advances (solely with respect to the Operating
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay
the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially
Serviced Mortgage Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, the Asset Representations
Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to
any Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (in each case, other than any related Companion Loan), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the
extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection
with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 






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(iii)      to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)     to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Property Protection Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, pro rata, from
the related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan
and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in
the Collection Account related to any Mortgage Loan; provided, however, that if such Property Protection Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Property Protection Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Property Protection Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that


 






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represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that
if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)      to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Property Protection Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Property Protection Advance relating to a Serviced Whole Loan related thereto,
such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan, and then from the AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro
rata basis) and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Property
Protection Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced
Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the
terms of the related Co-Lender Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with
respect to Nonrecoverable Property Protection Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect
to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage
Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 






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(vi)     at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection Advances (including any
such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon; provided that in all events, subject to the related Co-Lender Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan, and interest on Property Protection Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, out of collections on the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan(s) in accordance with their respective outstanding principal balances, or (ii) with respect
to a Serviced AB Whole Loan, first, pro rata, out of collections on the related AB Subordinate Companion Loan and then,
pro rata and pari passu, out of collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu
Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)    to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of such Mortgage Loan Seller under Section 6 of the related Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price, the Loss of Value Payment
or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause
(iv) of the definition of Purchase Price;


 


(viii)    to
reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance and Condemnation
Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out of general collections on the Mortgage


 






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Loans
and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the
applicable Mortgage Loan Seller’s obligations under Section 6 of the related Mortgage Loan Purchase Agreement, but only
to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that,
in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to
a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or
(ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(ix)      to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or
(ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan, and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans,
on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related
Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loan;


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Serviced Whole Loan Custodial Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Serviced Whole Loan Custodial Account for the period from and including the prior Distribution Date to and including the
Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while
the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Mortgage Loan), but only to the extent
collected from the related Mortgagor and to the extent that all


 






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amounts
then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such
Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing
Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive, between
Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating
Interest Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c),
Penalty Charges collected on Specially Serviced Mortgage Loans (but only to the extent collected from the related Mortgagor and
to the extent that all amounts then due and payable with respect to the related Specially Serviced Mortgage Loan have been paid
and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special
Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)      to
recoup any amounts deposited in the Collection Account in error;


 


(xii)     (A)
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to a
Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans and (B) to reimburse or pay any party to this Agreement any unpaid expenses specifically reimbursable from
the Collection Account under this Agreement;


 


(xiii)    to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of
Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement requested
by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and
(c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the


 






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terms
of the related Co-Lender Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their
respective Stated Principal Balances or (ii) with respect to a
Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, from any related AB Mortgage
Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)    to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)     to
pay the CREFC® Intellectual Property Royalty License Fee;


 


(xvi)    to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvii)   to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xviii)  to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xix)     to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(h);


 


(xx)      to
reimburse the Asset Representations Reviewer for any fees and expenses reimbursable to it by the Trust pursuant to this Agreement;


 


(xxi)     to
remit to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause
(i) above;


 






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(xxii)    to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxiii)   to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced
Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Co-Lender Agreement and
the applicable Non-Serviced Pooling Agreement.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage
Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from
the Collection Account. Notwithstanding the above, no written certificate is required for a payment of Special Servicing Fees and/or
Workout Fees arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not
specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion
Loan.


 


With respect to any Serviced
Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are allocable to any Serviced
Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted by the Master Servicer
to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available funds; provided,
however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master
Servicer shall use commercially reasonable efforts to remit such Late Collections to the Other Master Servicer within one (1) Business
Day of receipt of properly identified and available funds but, in any event, the Master Servicer shall remit such amounts within
two (2) Business Days of receipt of properly identified and available funds.


 






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(b)      The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)        to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(d) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC Distribution Account, and to make
distributions to Certificateholders holding the Class R Certificates in respect of the Class LR Interest pursuant to Section
4.01(d) or Section 9.01, as applicable;


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)      to
pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by
Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)      to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)      to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)     to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)    to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 






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(c)      [Reserved].


 


(d)      The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make distributions to Certificateholders holding Regular Certificates and Class R Certificates (in respect of the Class UR Interest)
on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable, subject to the third-to-last paragraph
of Section 3.04(b); and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section
3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment
of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor
Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee Fee, the Certificate
Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient
to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v)
and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro
rata, second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(f)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv) below, the
Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect
to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with
five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining
portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following
purposes:


 


(i)        to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest
on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to


 






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such
Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would
constitute an additional expense of the Trust;


 


(iii)      to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)     following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan or Serviced REO Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)      On
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are
attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(g)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (f)(i)-(f)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan, or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (f)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (f)(i)-(f)(iv) of the prior paragraph.


 


(h)       The
Companion Paying Agent may, from time to time, make withdrawals from the Serviced Whole Loan Custodial Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06 Investment
of Funds in the Collection Account, Servicing Accounts and the REO Accounts. (a) The Master Servicer may direct any depository
institution maintaining the Collection Account, the Serviced Whole Loan Custodial Account, or any Servicing Account (for purposes
of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the applicable REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one
or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account
pursuant to this


 






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Agreement,
if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date
on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf
of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection
Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master Servicer), the Special
Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts
in the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Accounts, Loss of Value Reserve Fund or such
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may
perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment
held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer
or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer) shall:


 


(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


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


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the
current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such


 






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account
for each period from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance
Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance
with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which
the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed
to be made by the Master Servicer or the Special Servicer, as applicable, and on deposit in any of the Collection Account, the
Serviced Whole Loan Custodial Account, the Servicing Account, Loss of Value Reserve Fund or the applicable REO Account, the Master
Servicer (in the case of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained
by or for the Master Servicer), the Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or
any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the Master Servicer Remittance
Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from
and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution
Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, with respect
to the Master Servicer, such federal or state chartered depository institution or trust company is not an Affiliate of the Master
Servicer unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Certificateholders representing at least 25% of the Voting Rights shall, take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07 Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the
terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the Master Servicer or the Special Servicer, as applicable). If the Mortgagor does not so
maintain such insurance coverage, subject to its recoverability determination with respect to any required Property Protection
Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than a


 






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Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the
Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer and,
if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of
any Control Termination Event and (ii) other than with respect to any applicable Excluded Loan, any determination that such insurance
coverage is not available or not available at commercially reasonable rates to be made with the consent of the Directing Holder)
by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default as determined by the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) with (in respect of any Mortgage Loan other
than an applicable Excluded Loan and unless a Control Termination Event has occurred and is continuing) the consent of the Directing
Holder and (ii) (other than an applicable Excluded Loan) after consultation by the Special Servicer with the Risk Retention Consultation
Party pursuant to Section 6.08 and only in the event the Trustee has an insurable interest therein and such insurance is
available to the Master Servicer and, if available, can be obtained at commercially reasonable rates. The Master Servicer and
the Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining
whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer
shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) unless a Control
Termination Event has occurred and is continuing and after consultation by the Special Servicer with the Risk Retention Consultation
Party pursuant to Section 6.08 and (ii) other than with respect to any applicable Excluded Loan, with the consent of the
Directing Holder) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable
interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination.
All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or
to the Special Servicer on behalf of the Trustee (in the case


 






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of insurance maintained in respect of REO Properties), (ii) be in
the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount
not less than the lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement
providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in
which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the
second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such
Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced
Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its
obligation to do so, shall be advanced by the Master Servicer as a Property Protection Advance (so long as such Advance would
not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out
of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion
Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by
a the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the Insurance Policies for the


 






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related
Mortgaged Property contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified
in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify
the Special Servicer if it has knowledge that any Insurance Policy contains Additional Exclusions or if it has knowledge (such
knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B)
above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause
(B) above. If the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard
that such failure is not an Acceptable Insurance Default, the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained following such determination (if made by the Master Servicer) or following notice
of such determination (if made by the Special Servicer). The Special Servicer (at the expense of the Trust) shall be entitled
to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer
or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding
Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Master Servicer or the Special
Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Holder or to consult with
the Risk Retention Consultation Party pursuant to Section 6.08, neither the Master Servicer nor the Special Servicer will
be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of
its obligations as a result of such failure unless the Master Servicer or the Special Servicer is required to take any immediate
action pursuant to the Servicing Standard or other servicing requirements of this Agreement and the Master Servicer will not itself
maintain such insurance or cause such insurance to be maintained.


 


(b)       (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible


 






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limitation,
the deductible limitation that is consistent with the Servicing Standard. In connection with its activities as administrator and
Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee, the Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance
with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available
at commercially reasonable rates, the cost of which shall be a Property Protection Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
Insurance Policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Property Protection Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation that is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions Insurance Policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of
the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount of coverage shall
be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master
Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds,
if any, and/or their respective errors and omissions insurance policies, as the case


 






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may
be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee,
has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the
maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the
cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Property Protection
Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard)), a flood Insurance Policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended. The cost of
any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as
a Property Protection Advance.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt or the deposit obligations or deposit accounts or claims-paying ability of the Master
Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated
no lower than “A-” or its equivalent by S&P, “A-” as rated by Fitch or “A(low)” by DBRS
(if then rated by DBRS), the Master Servicer (or its public parent) or the applicable Special Servicer (or its public parent),
as applicable, shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


(g)       The
Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement
an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer


 






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ratings,
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08 Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its
terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, (A) the Special Servicer shall determine (with respect
to any (1) Specially Serviced Mortgage Loan or, (2) to the extent such action is a Special Servicer Major Decision or Special Servicer
Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major
Decision”), any Non-Specially Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loan)), and (B) the Master Servicer
shall determine (with respect to any Non-Specially Serviced Mortgage Loan, to the extent such action is not a Special Servicer
Major Decision or Special Servicer Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of
“Special Servicer Non-Major Decision”, which items the Master Servicer shall determine)), in each case, in a manner
consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee of record, whether to (a) exercise any right
it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant
or withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such
rights, provided that, (i) with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking
such an action, the Master Servicer or the Special Servicer, as applicable, shall obtain prior to the occurrence and continuance
of a Control Termination Event, the prior written consent (or deemed consent) of the Directing Holder (or (A)(1) after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (2) other than with
respect to any applicable Excluded Loan, upon consultation with the Directing Holder pursuant to Section 6.08(a) hereof
and (B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, upon consultation with the
Operating Advisor pursuant to Section 6.08 hereof), which consent shall be deemed given ten (10) Business Days after receipt
(unless earlier objected to by the Directing Holder) of the Master Servicer’s or the Special Servicer’s written analysis
and recommendation with respect to such waiver together with such other information reasonably required by the Directing Holder,
and (ii) with respect to any Mortgage Loan that (A) represents at least 5.0% of the aggregate Stated Principal Balance of the Mortgage
Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage
Loans (considering any other Mortgage Loans with which it is cross-collateralized or cross-defaulted as a single Mortgage Loan)
based on Stated Principal


 






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Balance and has a Stated Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance
that is more than $35,000,000, or (D) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the
10 largest mortgage loans in the related Other Securitization (provided that the Master Servicer or Special Servicer, as
applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer,
trustee or certificate administrator of such Other Securitization as to whether such Serviced Companion Loan is one of the 10 largest
mortgage loans in such Other Securitization, or if no timely response is received, permitted to rely upon the most recent CREFC®
Reports from such Other Securitization), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to
any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded
Loan relating to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions that it is processing and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the
Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related Companion Loan Rating Agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, that
is processing the related action, as the case may be, shall (if not already provided in accordance with Section 3.25 of
this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities,
the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee discretion
in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption
have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect
to whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Major Decision or a Special Servicer
Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major
Decision”), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer


 






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and
Special Servicer, including the Special Servicer’s consent, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the related Special Servicer Major Decision or Special
Servicer Non-Major Decision. If such action with respect to a Non-Specially Serviced Mortgage Loan is not a Special Servicer Non-Major
Decision or a Major Decision, the Master Servicer shall process the related request and shall have no obligation to obtain the
consent of or consult with the Special Servicer, Directing Holder or Operating Advisor.


 


(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, (A) the Special Servicer shall determine
(with respect to (1) a Specially Serviced Mortgage Loan or, (2) to the extent such action is a Special Servicer Major Decision
or Special Servicer Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special
Servicer Non-Major Decision”), any Non-Specially Serviced Mortgage Loan and related Companion Loan, if applicable, is serviced
under this Agreement), and (B) the Master Servicer shall determine (with respect to any Non-Specially Serviced Mortgage Loan, to
the extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than items listed
under clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”, which items the Master Servicer
shall determine)), in each case, in a manner consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee
of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with
the Servicing Standard or (b) grant or waive its right to exercise such rights, provided that (i) with respect to such consent
or waiver of rights that is a Major Decision, prior to the occurrence and continuance of a Control Termination Event and other
than with respect to an applicable Excluded Loan, the Master Servicer or the Special Servicer, as applicable, has obtained the
prior written consent (or deemed consent) of the Directing Holder (or (A)(1) after the occurrence and continuance of a Control
Termination Event, but prior to a Consultation Termination Event and (2) other than with respect to an applicable Excluded Loan,
upon consultation with the Directing Holder pursuant to Section 6.08(a) and (B) after the occurrence and during the continuance
of an Operating Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to Section 6.08 hereof),
which consent shall be deemed given ten (10) Business Days after receipt by the Directing Holder of the Master Servicer’s
or the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together
with such other information reasonably required by the Directing Holder and (ii) with respect to any Mortgage


 






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Loan that (A) represents
at least 2.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance
of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it
is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal
Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, (D) has a loan-to-value ratio
that is equal to or greater than 85% (including any existing and proposed debt) and has a Stated Principal Balance of at least
$10,000,000, (E) has a Debt Service Coverage Ratio that is less than 1.20x (in each case, determined based upon the aggregate of
the principal balance of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed additional
lien) and has a Stated Principal Balance of at least $10,000,000, or (F) is a Mortgage Loan as to which the related Serviced Companion
Loan represents one of the 10 largest mortgage loans in the related Other Securitization (provided that the Master Servicer
or Special Servicer, as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer,
special servicer, trustee or certificate administrator of such Other Securitization as to whether such Serviced Companion Loan
is one of the 10 largest mortgage loans in such Other Securitization, or if no timely response is received, permitted to rely upon
the most recent CREFC® Reports from such Other Securitization), a Rating Agency Confirmation is received by the Master Servicer
or the Special Servicer, as the case may be, from each Rating Agency and a Companion Loan Rating Agency Confirmation from each
Companion Loan Rating Agency. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related
to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing),
the Master Servicer, the Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related Companion Loan Rating Agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, that
is processing the related action, as applicable, shall (if not already provided in accordance with Section 3.25 of this
Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities,
the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation and Companion Loan Rating Agency Confirmation described
in the immediately preceding paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided
that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the
Master Servicer or the Special Servicer, that is processing the related action, as applicable, shall use reasonable efforts to
make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected
from the related Mortgagor shall be advanced as a Property Protection Advance.


 






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If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Specially Serviced Mortgage Loans (other
than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance have been satisfied (provided
that there is no lender discretion with respect to the satisfaction of such conditions), or (2) the Master Servicer, on behalf
of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Mortgage Loans for which there is no mortgagee
discretion in determining whether conditions are satisfied, shall make such determination with respect to whether such conditions
have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Major Decision or a Special Servicer
Non-Major Decision (other than items listed under clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major
Decision”), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer will process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer
shall process such request and the Master Servicer shall have no further obligation with respect to such request or the related
Special Servicer Major Decision or Special Servicer Non-Major Decision. If such action with respect to a Non-Specially Serviced
Mortgage Loan is not a Special Servicer Non-Major Decision or a Major Decision, the Master Servicer shall process the related request
and shall have no obligation to obtain the consent of or consult with the Special Servicer, Directing Holder or Operating Advisor.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 






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(e)       Notwithstanding
any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Mortgage Loan without the consent of the Special Servicer and the Special
Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to any Non-Specially Serviced Mortgage Loan or relating to any Specially Serviced Mortgage Loan without ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent
of the Directing Holder (or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan, but prior to a Consultation Termination Event, upon consultation with the Directing Holder pursuant
to Section 6.08 hereof). The Directing Holder shall have ten (10) Business Days after receipt of notice along with the Master
Servicer’s or the Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting
of consent and any additional information the Directing Holder may reasonably request from the Master Servicer or the Special Servicer
that is in the possession of the Master Servicer or the Special Servicer, as applicable, of a proposed waiver or consent under
any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided
that if the Special Servicer fails to receive a response to such notice from the Directing Holder in writing within such period,
then the Directing Holder shall be deemed to have consented to such proposed waiver or consent).


 


(f)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or Section 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09 Realization
Upon Defaulted Mortgage Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related
to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to
the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject
to the Directing Holders’ and the Risk Retention Consultation Party’s respective rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Co-Lender Agreement (in the case of a Serviced Whole
Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case


 






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in
which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not
be required to make a Property Protection Advance and expend funds toward the restoration of such property unless the Special
Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such
Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for
such Property Protection Advance, and the Master Servicer or the Special Servicer has not determined that such Property Protection
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred
by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case,
such cost or expense would not, if incurred, constitute a Nonrecoverable Property Protection Advance. Nothing contained in this
Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to
make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value
of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account
the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence,
all such offers to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Mortgage Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise,
the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Property
Protection Advance.


 


(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)        such
personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Property
Protection Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related
Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent


 






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Person
who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or
other action, that:


 


(i)        such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, taking into account the pari passu or subordinate nature of any related Companion Loan, to take such actions as
are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, taking into account the pari passu or subordinate nature of
any related Companion Loan, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by
the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property Protection Advance (in which case
it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced Whole Loan Custodial Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and
any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing
at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Mortgage Loans, the Master
Servicer and, with respect to Specially Serviced Mortgage Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan)
shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any
claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental Insurance Policy in effect and obtained on behalf of the mortgagee to receive
the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests).


 






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(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no Breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 6 of each Mortgage Loan Purchase Agreement for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 6 of each Mortgage Loan Purchase Agreement, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized, with the consent of the Directing Holder and after consultation with the Risk Retention Consultation
Party pursuant to Section 6.08 (prior to the occurrence and continuance of a Control Termination Event and other than with
respect to any applicable Excluded Loan), with the consent of the Directing Holder at such time as it deems appropriate to release
such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any
applicable Excluded Loan) the Directing Holder or the Risk Retention Consultation Party, in writing of its intention to so release
such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the
Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant
to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Holder as required above, the Certificateholders
evidencing at least 25% of the Voting Rights shall have consented or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website
(failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any
fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such
fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder and the Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the Master Servicer,
the Certificate Administrator and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with
respect to any Mortgaged Property securing a Defaulted Mortgage Loan, or defaulted Companion Loan as to which the environmental
testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of
both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of
the related Mortgage on such Mortgaged Property.


 






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(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or
any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Holder and the Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan) and the Master Servicer
and in no event later than the next succeeding P&I Advance Determination Date.


 


Section 3.10 Trustee
and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan (other than a Non-Serviced
Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment
in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may
be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release substantially in the form of Exhibit E signed by a Servicing Officer
and shall include a statement to the effect that all amounts received or to be received in connection with such payment which
are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt
of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer,
as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan, is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion


 






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Loan),
the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release substantially in the form of
Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or
any document therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage
File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer
of the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced
Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Collection Account (including amounts related to the related Companion
Loan) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Co-Lender
Agreement and the related Non-Serviced Pooling Agreement, and as appropriate for enforcing the terms of such Servicing Shift Whole
Loan, as applicable, the related Non-Serviced Master Servicer submits in a Request for Release delivery to it of the original Note,
then the Custodian shall release or cause the release of such original Note to the related Non-Serviced Master Servicer or its
designee.


 


(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling
Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer
requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause
the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 






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Section 3.11 Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing
Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to
any Non-Serviced Companion Loan) (including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). As to each Mortgage Loan,
Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the
same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage
Loan, Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if
such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under
this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable
as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided
by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan,
Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a)
(and as otherwise provided therein). Except as set forth in the next two sentences, the third paragraph of this Section
3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not
be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations
hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan,
the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Co-Lender Agreement, or if unpaid after final recovery on the related Mortgage Loan,
out of general collections on deposit in the Collection Account with respect to the other Mortgage Loans.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including any related Serviced
Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related Co-Lender Agreement
and that are not Specially Serviced Mortgage Loans that do not involve a Special Servicer Major Decision or a Special Servicer
Non-Major Decision; (ii) 100% of all assumption application fees received on any Mortgage Loans, only for which the Master Servicer
is processing the underlying assumption related transaction (including any related Serviced Companion Loan, to the extent not prohibited
by the related Co-Lender Agreement) (whether or


 






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not
the consent of the Special Servicer is required) and 100% of all defeasance fees (provided that for the avoidance of doubt,
any such defeasance fees shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special
Servicer is entitled to under this Agreement); (iii) 100% of assumption, waiver, consent and earnout fees and similar fees pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially
Serviced Mortgage Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement)
which do not involve a Special Servicer Major Decision or a Special Servicer Non-Major Decision; and (iv) 50% of all Excess Modification
Fees, assumption, waiver, amendment, consent and earnout fees and other similar items collected during the related Collection
Period, pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage Loan (including any related
Serviced Companion Loan) in connection with a consent, approval or other action that (a) is a Special Servicer Major Decision
or is described in clause (a)(i) or clause (a)(ii) of the definition of “Special Servicer Non-Major Decision”
(regardless of who processes them) and only to the extent that all amounts then due and payable with respect to the related Mortgage
Loan have been paid or (b) is a Special Servicer Non-Major Decision processed by the master servicer. In addition, the Master
Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage
Loan) any charges for processing Mortgagor requests, beneficiary statements or demands (to the extent such beneficiary statements
or demands are prepared by the Master Servicer), fees in connection with defeasance, if any, and other customary charges, and
amounts collected for checks returned for insufficient funds related to the accounts held by the Master Servicer, in each case
only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection
Account or the Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.
In addition, the Master Servicer shall also be entitled to retain as additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i)
Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to
the Trust Fund in the Collection Account or the Serviced Whole Loan Custodial Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii)
interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage
Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to
the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 






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With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee (in the case of a split fee with respect Penalty Charges, subject to certain limitations described
in Section 3.02); provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to
reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or
the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that
reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other
party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Servicing
Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the
terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of
the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing
Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant
to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time
to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan
is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if
a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee
may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 






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(c)       Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to any modifications, waivers, extensions
or amendments of any Specially Serviced Mortgage Loans and of all Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Mortgage Loan with respect to Special Servicer Non-Major Decisions that
are processed by the Special Servicer, (ii) 100% of all assumption application fees received on any Mortgage Loans and any related
Serviced Companion Loan (to the extent not prohibited by the related Co-Lender Agreement), only for which the Special Servicer
is processing the underlying assumption related transaction, (iii) 100% of assumption, waiver, consent and earnout fees and similar
fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the
Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor, and (iv) 50% of all Excess Modification
Fees, all assumption, waiver, amendment, consent and earnout fees and other similar items collected during the related Collection
Period on the Mortgage Loans that are not Specially Serviced Mortgage Loans (and any related Serviced Companion Loan) in connection
with a consent, approval or other action that (a) is a Special Servicer Major Decision or is described in clause (a)(i)
or clause (a)(ii) of the definition of “Special Servicer Non-Major Decision” (regardless of whether the Master
Servicer or the Special Servicer processes such Special Servicer Major Decision or Special Servicer Non-Major Decision) or (b)
is a Special Servicer Non-Major Decision processed by the Master Servicer, shall be promptly paid to the Special Servicer by the
Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required
to be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Special Servicer
shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section
3.11(d); (ii) beneficiary statement or demands (to the extent such beneficiary statements or demands are prepared by the Special
Servicer); (iii) amounts collected for checks returned for insufficient funds related to the accounts held by the Special Servicer;
and (iv) interest or other income earned on deposits relating to the Trust Fund in the applicable REO Account and Loss of Value
Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to such Distribution Date). In addition, the Special Servicer shall also be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of
a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected
Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount;
provided, further, however, that in the event the Workout Fee collected over the course of such workout calculated
at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on
the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable
to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout
Fee shall be


 






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reduced
(but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Loan from which fee
would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan;
provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected
Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special
Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or
resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Mortgage Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable
on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance
or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced
by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer
receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If,
however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special
Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation
Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding
anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but
not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the
Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Co-Lender Agreement
or to the extent such Co-Lender Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance
with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d),
the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the applicable REO


 






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Account,
and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee (in the case of a split fee with respect to Penalty Charges, subject
to the limitations described under Section 3.02); provided that (A) neither the Master Servicer nor the Special Servicer
shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either
the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any
such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share
in any part of the other party’s portion of such fee. If the Special Servicer decides not to charge any fee, the Master Servicer
shall nevertheless be entitled to charge its portion of the related fee to which the Master Servicer would have been entitled if
the Special Servicer had charged a fee and the Special Servicer shall not be entitled to any of such fee charged by the Master
Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Property Protection Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling Agreement, to the extent not prohibited by the applicable
Non-Serviced Co-Lender Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to
the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on Property Protection Advances reimbursed by such trust to any party under the applicable
Non-Serviced Pooling Agreement, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable
Non-Serviced Co-Lender Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust
for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced Pooling Agreement) remaining thereafter shall be distributed to the Master Servicer,
if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Mortgage Loan,
and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially
Serviced Mortgage Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer
and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis,
based on the Master


 






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Servicer’s
and the Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding
the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Co-Lender Agreement
after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section
3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Mortgage Loan prior to the applicable Servicing Shift Securitization Date, the Special
Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other
Specially Serviced Mortgage Loan or Serviced 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 a Servicing Shift Mortgage Loan, prior
to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have
such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Mortgage Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer
with respect to such Servicing Shift Whole Loan.


 


If a Servicing Shift
Whole Loan is being specially serviced on the related Servicing Shift 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 Fees 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.


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format,
clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the Special
Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer
or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in any
month during which no Disclosable Special Servicer Fees were received.


 


(f)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or


 






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the
performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11;
provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12 Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every
twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the
calendar year 2020 (and each Mortgaged Property shall be inspected on or prior to December 31, 2020); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months and the Master Servicer
has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be
required to perform or cause to be performed, such physical inspection; provided, further, that if any scheduled
payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause
to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage
Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection
by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust,
and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the
related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect
to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Co-Lender Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to
a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan
(and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any related Pari Passu Companion
Loan and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer
or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing
the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence
of (i) any vacancy in the Mortgaged Property that the preparer of such report has


 






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knowledge
of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which
the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material,
(iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer
shall deliver or, if applicable, make available on its website a copy (in electronic format) of each such report prepared by the
Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Holder ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any applicable Excluded Loan), any related
holder of a Serviced Pari Passu Companion Loan, the Certificate Administrator and to the Trustee within seven (7) Business Days
after the later of (i) the completion of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable
(or, if earlier, any Sub-Servicer on their behalf), receipt of such report. Within five (5) Business Days after request for copies
of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available
a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons.
In respect of any Mortgage Loan other than an applicable Excluded Loan and prior to the occurrence of a Consultation Termination
Event, the Master Servicer shall deliver a copy of each such report to the Directing Holder and upon request to each Controlling
Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual
operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual
financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related
Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and
each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each
Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating
statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms
of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Directing Holder and the Depositor, in electronic format, in each case within thirty (30) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2020.
Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special
Servicer, as applicable, shall deliver electronic copies of such items to the Certificate


 






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Administrator
to be posted on the Certificate Administrator’s Website. The Master Servicer or the Special Servicer, as applicable, shall
deliver, upon request of any Rating Agency, copies of any of or all of the foregoing items so collected thereby to the 17g-5 Information
Provider pursuant to Section 3.13(c).


 


Within thirty (30) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the Special Servicer with respect
to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any annual operating
statements or rent rolls beginning with the quarter ending March 31, 2020 and the calendar year ending December 31, 2019 with respect
to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty (30) days after
receipt, such Master Servicer or Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received,
prepare (or, if previously prepared, update) the analysis of operations and the CREFC® NOI Adjustment Worksheet
and the CREFC® Operating Statement Analysis Report; provided that any such CREFC® Operating
Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared or updated
with respect to year-end or the first calendar quarter of each year to the extent provided by the then current CREFC®
Investor Reporting Package. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide
the Special Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment
Worksheets for the related Mortgage Loan or Serviced Whole Loan (including underwritten figures), and the Special Servicer’s
obligations hereunder shall be subject to its having received all such reports. The Master Servicer and the Special Servicer shall
forward, upon request, to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Holder electronically
monthly all operating statements and rent rolls received from any Mortgagor from the prior month.


 


All CREFC®
Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by the Master Servicer
with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property (other than any Non-Serviced
Mortgaged Property), and the Master Servicer shall forward copies thereof (in electronic format and promptly following the initial
preparation and each material revision thereof) (i) upon request of any of the following parties, to the Certificate Administrator,
the Directing Holder, the Special Servicer and, with respect to any Serviced Companion Loan, the related Companion Holder, as applicable,
and (ii) upon request of any Rating Agency, to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all
such items to the 17g-5 Information Provider’s Website. The Master Servicer shall forward copies of the related operating
statements or rent rolls (promptly following the initial preparation and each material revision thereof) (i) upon request of any
of the following parties, to the Certificate Administrator, the Directing Holder, the Special Servicer and, with respect to any
Serviced Companion Loan, the related Companion Holder, as applicable and (ii) upon request of any Rating Agency, to the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master
Servicer shall maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment
Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a
Non-Serviced Mortgaged Property).


 






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(c)       At
or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Mortgage Loans
(excluding, for the Directing Holder, any applicable Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged
Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master
Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall
include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report
and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) two calendar days following each Distribution Date (provided that if such second calendar
day is not a Business Day, then the immediately succeeding Business Day) beginning December 2019, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B)
CREFC® Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be
included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and
Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date,
(E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered
pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00
p.m. (New York City time) on the Master Servicer Remittance Date beginning December 2019, the Master Servicer shall deliver or
cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special
Servicer. Not later than 3:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning December
2019, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template if provided for such Distribution Date. In no
event shall any report described in this subsection be required to reflect information that has not been collected by or delivered
to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the
Business Day prior to the Business Day on which the report is due. The Master Servicer, by (i) prior to the securitization


 






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of
the related Companion Loan, the Distribution Date or (ii) following the securitization of the related Companion Loan, no later
than the time(s) that it or any portion thereof is made available to the Certificate Administrator, shall make available to each
Serviced Companion Noteholder with respect to the related Whole Loan or, if such Serviced Companion Loan is securitized, the respective
Other Servicer, the CREFC® Investor Reporting Package (CREFC® IRP) (excluding any templates) pursuant
to the terms of this Agreement on a monthly basis.


 


Not later than 5:00 p.m.
(New York City time) two Business Days after the Distribution Date beginning December 2019, the Master Servicer shall deliver to
the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall
have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor has delivered the items required
by Section 2.01(i). If the CREFC® Schedule AL File is not provided by the date specified in the immediately preceding
sentence, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com,
with a copy to the Depositor at gs-refgsecuritization@gs.com. In preparing the CREFC® Schedule AL File and any Schedule AL
Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable
requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect
on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The
Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL
Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL
Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to
combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer,
multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy
of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the reports
and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Certificate
Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant
to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Certificate


 






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Administrator
pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such
reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it
has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely
provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator, any Other Certificate Administrator, any Other Servicer and, prior to the occurrence of a Consultation Termination
Event, the Directing Holder, making such statement, report or information available on the Master Servicer’s or the Special
Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13 Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to
the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of
the United States of America and the supervisory


 






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agents
and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that
may exercise authority over any such Certificateholder and to each Holder of a Non-Registered Certificate, access to any documentation
or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable
law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded
to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer,
the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing Holder
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of
a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as
described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or
(iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items
is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer
or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the
Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate Companion Loan)
that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction, the Master Servicer may provide
(or forward electronically) at the expense of such Certificateholder or holder of


 






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such
AB Subordinate Companion Loan, as applicable, copies of any Appraisals, operating statements, rent rolls and financial statements
(in each case, solely relating to the related Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion
Loan) obtained by the Master Servicer; provided that, in connection with such request, the Master Servicer may require
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Certificateholder and a Privileged Person and will keep such information
confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing
rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust.


 


Notwithstanding anything
to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given
access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
each Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)       The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(D)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)       the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)       any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 



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(iii)     The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Appraisal
Reduction Amount Template, the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant
to this Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports;


 


(iv)     The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
environmental reports delivered to the Certificate Administrator pursuant to Section 3.09(e);


 


(C)       all
property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(D)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(E)       any
Appraisal Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount delivered
to the Certificate Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC® Loan
Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package);


 


(v)       The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Whole Loan pursuant to Section 3.18(g);


 






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(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee, or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)       any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)       any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)     any
notice of any request by requisite percentage of Voting Rights for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation
Termination Event has occurred;


 






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(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)     the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)    solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)   subject
to Section 3.31(b), the following “U.S. risk retention special notices”, if any, shall also be posted to the
“U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s Website:


 


(A)       the
disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and


 


(B)       any
noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by any Subsequent Third
Party Purchaser as and to the extent the Retaining Sponsor is required under the credit risk retention requirements under Section
15G of the Exchange Act;


 


provided that
with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of
an applicable Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Loan.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above,
provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access
to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices”
tab.


 






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The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


 


Any Person (other than
the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan
Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Holder or
a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master
Servicer, the Special Servicer the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor
certification substantially in the form Exhibit P-1E and upon delivery to the Certificate Administrator in physical form
of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID
associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access all
information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an Investor
Certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in
the form of Exhibit P-1B hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such
Person is not an Excluded Controlling Class Holder and (ii) an Investor Certification in the form of Exhibit P-1D hereto
from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class
Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Holder or a Controlling Class
Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of
Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class
Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit
P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the


 






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Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website
as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new Investor Certification substantially in the form of Exhibit
P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class
Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With respect
to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer, the
Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to
delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans
or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Holder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.30(a).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely
on delivery from the Directing Holder or a Controlling Class Certificateholder of an Investor Certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Holder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Holder or Controlling Class
Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Holder or Controlling Class Certificateholder or any of its Affiliates


 






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involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


To the extent the Risk
Retention Consultation Party or the VRR Retaining Party receives access pursuant to this Agreement to any information solely related
to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset
Status Reports (or summaries thereof), inspection reports related to Specially Serviced Mortgage Loans conducted by the Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d), and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special
Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case
other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool
level), on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention
Consultation Party or VRR Retaining Party shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or
VRR Retaining Party or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer
Loan File relating to any such applicable Excluded Loan) shall be considered information that is aggregated with information of
other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website or its filing of such information pursuant to this Agreement, including, but not limited to, filing via
EDGAR and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it or filed by it, as applicable, for which it is not the original source. Notwithstanding anything herein to the contrary,
the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class
Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to any Excluded
Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a


 






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disclaimer.
The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “GSMS 2019-GSA1” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)        any
notices of waivers under Section 3.08(d);


 


(ii)       any
Asset Status Report delivered by the Special Servicer under Section 3.19(c);


 


(iii)      any
notice of final payment on the Certificates;


 


(iv)     any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)      any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)     any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)    any
annual Independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)   any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)      copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)       any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)      any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)     any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 






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(xiii)    any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)    any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)     any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)    any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)   any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the
17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or
regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan,
the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Co-Lender
Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication
was held pursuant to Section 3.13(g);


 


(xviii)  any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)     any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, that any information delivered pursuant to Section 3.15(d) shall be posted in accordance with Section
3.15(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the
form of Exhibit P-2 hereto (which


 






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certification
may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency requests access to the
17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day,
provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received after 2:00
p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “GSMS 2019-GSA1”
in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media, and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the e-mail notice. The 17g-5 Information Provider shall send such notice to such
Person’s e-mail address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general e-mail address if such general e-mail address has been provided to the 17g-5 Information Provider
in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “GSMS 2019-GSA1” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)       The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-


 






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5
Information Provider. Any such information shall be posted by the 17g-5 Information Provider and the 17g-5 Information Provider
may, but shall not be obligated to post such information in accordance with the timeframe provided in Section 3.13(c) above,
provided, however, that if the 17g-5 Information Provider is not able to post such information in accordance with
the timeframe in Section 3.13(c), then it shall post such information within a reasonable time. The Master Servicer or
the Special Servicer, as applicable, shall not send such information directly to the Rating Agencies until the 17g-5 Information
Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Financial Market Publishers) at the direction of the Depositor
which may be in the form of a standing order, and providing such information shall not constitute a breach of this Agreement by
the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate in the
form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(f)       Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in
each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination
of any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage
Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement
substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the Special Servicer’s website, and (B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form of
confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the


 






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requesting
Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such Ownership
Interest or prospective Ownership Interest and agrees to keep such information confidential)); and (ii) in the case of a prospective
purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating
that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and
is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal
counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective
Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may be.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Co-Lender
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Holder and the Risk Retention Consultation Party
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)        None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master


 






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Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as the case may be, servicing operations in general; provided, that the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been provided
to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the Rating
Agency confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with respect
to the Certificates; provided, however, that the Rating Agencies may use information delivered under this clause
(z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or
any other confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(i).


 


(j)        The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14 Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed
or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee, or a separate agent on behalf of
the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan.
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special
Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior
to the close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within
the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special
Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year
in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted
or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator,
to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following
the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not
denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the


 






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immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the applicable REO Account, within one (1) Business Day
after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the applicable REO Account when first established and of the new location of the applicable REO Account prior to any
change thereof.


 


(c)       The
Special Servicer shall withdraw from the applicable REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account
relating to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business
Days after such amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the applicable
REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Serviced Whole Loan Custodial
Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings
on amounts on deposit in the applicable REO Account; provided, however, that the Special Servicer may retain in such
REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property.
In addition, on the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such
amounts are received and properly identified and determined to be available (or with respect to a Serviced Companion Loan, on the
Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall provide the Master Servicer with a
written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date.
The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the day the Master Servicer receives
the written accounting as provided in the previous sentence.


 






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(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the applicable REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15 Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, consent, protect, operate
and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the
related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the
case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case
may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning
of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating
such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on
a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the
proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)        all
insurance premiums due and payable in respect of such REO Property;


 


(ii)       all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)      any
ground rents in respect of such REO Property, if applicable; and


 


(iv)      all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses
(i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the
Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance


 






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from
its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to
the Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than
an applicable Excluded Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Holder) such Advances
would, if made, constitute Nonrecoverable Property Protection Advances.


 


(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)        permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)      authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)     Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Property Protection Advance) to
the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)       The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)        the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)      any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those


 






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listed
in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to
the Special Servicer upon receipt;


 


(iv)     none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)      the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


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.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer 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 Sections 3.15(a) and 3.15(b).


 


Section 3.16 Sale
of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Mortgage Loan has become
a Specially Serviced Mortgage Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan in accordance
with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining
an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing
Standard; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan or to the
extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the Special Servicer (with respect to
a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine


 






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lender,
as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related
Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Co-Lender Agreement.


 


(iii)     If
any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the holder of any related Serviced
Pari Passu Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Mortgage Loan on a
net present value basis, if and when the Special Servicer determines, in accordance with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Certificateholders or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders
and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Serviced
Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate nature of
any related Companion Loan) and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, under
certain limited circumstances permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced Mortgage Loan
is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled
to sell (with respect to any Mortgage Loan other than an applicable Excluded Loan, (i) with the consent of the Directing Holder,
if no Control Termination Event has occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Party
pursuant to Section 6.08) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that
such action would be in the best interests of the Certificateholders, the Special Servicer is required to give the Trustee, the
Certificate Administrator, the Master Servicer, the Operating Advisor, any related Companion Holder and (other than in respect
of any applicable Excluded Loan) the Directing Holder and the Risk Retention Consultation Party not less than ten (10) days’
prior written notice of its intention to sell any Specially Serviced Mortgage Loan, in which case the Special Servicer is required
to accept the highest offer received from any person for such Specially Serviced Mortgage Loan in an amount at least equal to the
Purchase Price or, at its option, if it has received no offer at least equal to the Purchase Price therefor, purchase such Specially
Serviced Mortgage Loan at such Purchase Price.


 


(iv)     (A)
In the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person that is determined
by the Special Servicer to be a fair price for such Specially Serviced Mortgage Loan, if the highest offeror is a Person other
than an Interested Person. If the highest offeror is an Interested Person, the Trustee, subject to any additional conditions in
an applicable Co-Lender Agreement, (based upon updated


 






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Appraisals
ordered by the Special Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates
is an Interested Person)) shall determine the fair price; provided, however, that no offer from an Interested Person
will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase
Price, at least two other offers are received from independent third parties, and any such determination by the Trustee shall
be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining
whether any offer received from an Interested Person represents a fair price for any such 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. Except as provided in the following
paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Property Protection Advance by the Master
Servicer. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject
Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled
to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all Appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any
such determination, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property
Protection Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may
make an offer for or purchase any Specially Serviced Mortgage Loan.


 


(B)       The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an applicable Excluded Loan, in consultation with the Directing Holder (unless a Consultation Termination Event
exists), the Risk Retention Consultation Party subject to the limitations on consultation set forth in Section 6.08 and,
in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance
with the Servicing Standard (and subject to the requirements of any related Co-Lender Agreement), that the rejection of such offer
would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO
Property related to a Serviced Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective
whole as if such Certificateholders and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account
the pari passu or subordinate nature of any related Companion


 






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Loan) and, if applicable, the related Companion Holder. In
addition, the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard (and subject
to the requirements of any related Co-Lender Agreement), that the acceptance of such offer would be in the best interests of the
Certificateholders and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari
Passu Whole Loan, and any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders
and Serviced Pari Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate
nature of any related Companion Loan) and, if applicable, the related Companion Holder (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer
are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special
Servicer. The Special Servicer shall use reasonable efforts to sell all Specially Serviced Mortgage Loans prior to the Rated Final
Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the
extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)       (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an applicable Excluded Loan and prior to the occurrence of a Consultation Termination
Event, the Directing Holder and the Risk Retention Consultation Party, not less than ten (10) days’ prior written notice
of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,
in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the
Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


 






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(B)       In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror
is an Interested Person; provided, however, that no offer from an Interested Person will constitute a fair price
unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other
offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)       The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(D)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection Advance but
the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other


 






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expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the state
of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain
customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance
with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer nor the Trustee shall have any liability to the Trust or any Certificateholder
or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.


 


(c)       Any
sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Co-Lender Agreement and this Agreement, if
the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then the Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder
as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related
Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the
written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required
if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the Servicing File reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Controlling Class
Representative and the


 






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Risk
Retention Consultation Party) 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. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer
at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to
submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar
to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any such determination
by the Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment
from such Interested Person.


 


(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Co-Lender Agreement,
the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced AB Whole Loan and will have the right
to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the Serviced Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Co-Lender Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such Serviced
Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related Serviced Subordinate Companion Loan will no longer be subject to this Agreement. In addition, pursuant to the terms
of the related Co-Lender Agreement, any sale of a Serviced AB Whole Loan that is a Defaulted Mortgage Loan or Specially Serviced
Mortgage Loan pursuant to this Section 3.16 (other than in connection with the purchase of the applicable Serviced AB Whole
Loan by the related Serviced Subordinate Companion Loan) shall not include any related Serviced Subordinate Companion Loan. As
a result, any reference in this Section 3.16 to the sale, or determination of fair value, of a Serviced AB Whole Loan that
is a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan (other than in connection with the purchase of the applicable
Serviced AB Whole Loan by the related Serviced Subordinate Companion Loan) shall be deemed to exclude any related Serviced Subordinate
Companion Loan.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Co-Lender
Agreement.


 






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(f)       Unless
otherwise provided in a Co-Lender Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.


 


(g)       In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17 Additional
Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced
Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Serviced Whole Loan Custodial Account on each Master
Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Co-Lender Agreement.


 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans, deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any
Mortgage Loan other than an applicable Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Holder), and any election to so defer or not to
defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as
described above prior to payment from other collections). In connection with a potential election by the Master Servicer or the
Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection
period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before
making its determination of whether to refrain from the reimbursement


 






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of
a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections deposited in the Collection Account for such Distribution Date, then the Master Servicer or the
Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice
of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless
extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider
as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall
in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section
3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes of Certificateholders shall not, with respect to the Master Servicer or the Special Servicer, as applicable,
constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute
a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the
Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been
compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement
to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such


 






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election
that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that
may arise from such an election.


 


With respect to any modification
or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special
Servicer as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the
17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


Section 3.18 Modifications,
Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section
3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other
conditions set forth thereunder, (including, without limitation, the Special Servicer’s consent rights pursuant to this
subsection (a) with respect to any modification, waiver or amendment that constitutes a Special Servicer Major Decision)
(i) the Special Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to (a)
any Specially Serviced Mortgage Loan and (b) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
(and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, to advise or consult with
the Master Servicer or the Special Servicer, as the case may be, with respect to, or to consent to, a modification, waiver or
amendment, in each case, pursuant to the terms of the related Co-Lender Agreement) with respect to which the matter involves a
Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special
Servicer Non-Major Decision,” which the Master Servicer shall process with respect to Non-Specially Serviced Mortgage Loans,
subject to Special Servicer consent or deemed consent as provided in this Agreement) or a Special Servicer Major Decision, and
(ii) the Master Servicer will be responsible for processing waivers, modifications, amendments and consents with respect to any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Mortgage Loan
and does not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in
clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision,” which the Master Servicer shall
process, subject to Special Servicer consent or deemed consent as provided in this Agreement); provided that if such modification,
wavier, amendment or consent is a Master Servicer Major Decision, the Master Servicer shall obtain the consent of, or consult
with, the Directing Holder and the Operating Advisor as and to the extent provided in Section 6.08. Further, the Master
Servicer shall not modify, waive or amend the terms of a Non-Specially


 






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Serviced
Mortgage Loan and/or Companion Loan (that constitutes a Special Servicer Major Decision) without the prior written consent of
the Special Servicer (it being understood that the Master Servicer (if the Master Servicer is processing and recommending approval
of such request) will in accordance with the Servicing Standard provide the Special Servicer with notice of any request for such
modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information in the
Master Servicer’s possession that may be reasonably requested by the Special Servicer in order to grant or withhold such
consent); provided that such consent shall be deemed given (unless earlier objected to by the Special Servicer) within
ten (10) Business Days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written
recommendation and analysis with respect to such modification, waiver or amendment and all information in the Master Servicer’s
possession reasonably requested by the Special Servicer in order to make an informed decision with respect to such modification,
waiver or amendment; and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date
of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date
of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or
default with respect thereto is not reasonably foreseeable, prior to any such extension, the party processing such action shall
(1) provide the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, the Operating
Advisor, each related Other Master Servicer, each related Other Trustee, the Directing Holder ((i) prior to the occurrence of
a Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan) and the Risk Retention Consultation
Party, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents
and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (A) prior
to the occurrence and continuance of a Control Termination Event and other than with respect to an applicable Excluded Loan, obtain
the consent of the Directing Holder and (B) after the occurrence and during the continuance of a Control Termination Event, but
prior to a Consultation Termination Event and other than with respect to any applicable Excluded Loan, consult with the Directing
Holder pursuant to Section 6.08 and (C) consult with the Risk Retention Consultation Party pursuant to Section 6.08.
Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect
to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Co-Lender Agreement, and subject
to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification,
waiver or amendment constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision, the Master Servicer,
with respect to Non-Specially Serviced Mortgage Loans, without the consent of or consultation with the Special Servicer, the Operating
Advisor or the Directing Holder, may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion Loan in
order to (i) cure any


 






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ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In addition, subject
to the next sentence, with respect to Non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with
respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special Servicer
Major Decision) and prior to taking any action with respect to a Special Servicer Non-Major Decision (other than the items listed
in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major Decision”) (or making a determination not
to take action with respect to a Special Servicer Non-Major Decision (other than the items listed in clauses (a)(i) and
(a)(ii) of “Special Servicer Non-Major Decision”)), shall refer any request with respect to such Special Servicer
Major Decision or Special Servicer Non-Major Decision to the Special Servicer and the Special Servicer shall process the request
directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent
(or deemed consent) of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree
that the Master Servicer shall, with respect to a Non-Specially Serviced Mortgage Loan (subject to the consent (or deemed consent)
of the Special Servicer) process a request with respect to a Special Servicer Major Decision or Special Servicer Non-Major Decision
and the Master Servicer is recommending approval of such request, the Master Servicer shall prepare and submit its written analysis
and recommendation to the Special Servicer with all information in the possession of 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 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 consultation rights of any related Companion Holder or its Companion Holder Representative
(as applicable)) to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer
Major Decision or Special Servicer Non-Major Decision; provided that such consent shall be deemed given (unless earlier
objected to by the Special Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the Master
Servicer of the Master Servicer’s written analysis and recommendation with respect to such request and all information in
the Master Servicer’s possession reasonably requested by the Special Servicer in order to make an informed decision with
respect to such request. In addition, the Master Servicer shall provide the Special Servicer with any notice that it receives relating
to a default by the Mortgagor under a ground lease where the collateral for the Mortgage Loan is the ground lease, and the Special
Servicer will determine in accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless


 






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(i)
the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency (and
delivers such Rating Agency Confirmation to the Directing Holder and the Risk Retention Consultation Party, if permitted by the
applicable Rating Agency) and, with respect to a Serviced Whole Loan, obtains a Companion Loan Rating Agency Confirmation from
each Companion Loan Rating Agency and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion
of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and
if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Major Decision or Special Servicer
Non-Major Decision (other than the items listed in clauses (a)(i) and (a)(ii) of “Special Servicer Non-Major
Decision”), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer will process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer
shall process such request and the Master Servicer shall have no further obligation with respect to such request or the related
Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clause (a)(i) and
(a)(ii) of “Special Servicer Non-Major Decision”).


 


(b)       If,
and only if, the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Mortgage Loan (or any Non-Specially Serviced Mortgage Loan with respect to which
such determination derives from the Special Servicer’s consideration of a Special Servicer Major Decision or Special Servicer
Non-Major Decision that is subject to its processing and/or consent rights pursuant to Section 3.18(a) of this Agreement)
with respect to which a payment default or other material default has occurred or a payment default or other material default is,
in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special
Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion
Loan, than liquidation of such Specially Serviced Mortgage Loan, then the Special Servicer may, but is not required to, agree to
a modification, waiver or amendment of such Specially Serviced Mortgage Loan, subject to (x) the provisions of this Section
3.18(b) and Section 3.18(c), (y) with respect to any Major Decision, with respect to any Mortgage Loan other than any
applicable Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing
Holder (or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event, upon consultation with the Directing Holder), and consultation with the Risk Retention Consultation Party as provided in
(and to the extent required by) Section 6.08 (except that, with respect to any Serviced AB Whole Loan, unless the Directing
Holder is the Controlling Class


 






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Representative,
the Risk Retention Consultation Party shall have no consultation rights regarding the matter); and (z) additionally, with respect
to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, if any, to advise or consult
with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Co-Lender Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case
of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of
Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything
herein to the contrary, with respect to any applicable Excluded Loan related to the Controlling Class Representative (regardless
of whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Mortgage Loan if such modification, waiver or amendment would (1) extend the Maturity Date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the
date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the Ground Lease and (A) prior to the occurrence and continuance of a Control Termination Event and (B) to the extent such
modification, waiver or amendment constitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant
to Section 6.08 (in each case, other than with respect to a Mortgage Loan that is an applicable Excluded Loan, with the
consent of the Directing Holder), ten (10) years prior to the expiration of such leasehold estate (including any options to extend
such leasehold estate exercisable unilaterally by the related Mortgagor), or


 






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(2)
provide for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at
the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a) and Section 3.08(b) and subject to the Special Servicer’s
processing and/or consent rights pursuant to Section 3.18 or Section 3.20(a) if any such waiver, modification or
amendment constitutes a Special Servicer Major Decision or a Special Servicer Non-Major Decision) or the Special Servicer may,
consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion
Loan that is not in default or as to which default is not reasonably foreseeable only if it provides the Trustee and the Certificate
Administrator with an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification
or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account
pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case may be, shall
use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related
Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment
of any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made
on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan, Serviced
Companion Loan that is not a Specially Serviced Mortgage Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and Companion Loans entered into pursuant to
this Section 3.18 shall be in


 






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writing,
signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor (and by any guarantor of
the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance with the Servicing
Standard).


 


(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Directing Holder (other
than (i) following the occurrence of a Consultation Termination Event and (ii) and with respect to an applicable Excluded Loan),
the Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the applicable Companion Holder,
the Operating Advisor and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it
is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date
thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it
is responsible for processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such
modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the Directing Holder (other
than following the occurrence of a Consultation Termination Event and with respect to an applicable Excluded Loan), the Risk Retention
Consultation Party (other than with respect to an applicable Excluded Loan), the applicable Companion Holder and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if
such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following
the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s
or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate
Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class
R Certificates) upon request. With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring
additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date
and (ii) five (5) Business Days immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining
actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence
of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated
in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection
Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the
aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the


 






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Master
Servicer, the Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate
Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include
such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer
subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From
time to time, the Master Servicer, the Special Servicer and Certificate Administrator may agree on a different delivery time and
format for the information set forth in this paragraph.


 


(h)       (i)
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loan in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding
the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance
of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan
unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies
the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related
Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect
that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such
substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmations
from each Companion Loan Rating Agency; provided, further, however, that no such confirmation from any Rating
Agency or Companion Loan Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate
substantially in the form of Exhibit U hereto for


 






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any
Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with
a Cut-off Date Principal Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off
Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated
Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in
clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan
documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Special Servicer Major
Decision or Special Servicer Non-Major Decision) reasonably determines that allowing their use would not cause a default or event
of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor
to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust
Fund expense) to the effect that such use would not be and would not constitute a “significant modification” of such
Mortgage Loan, or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in Section
3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such
securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating
Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmations
from each Companion Loan Rating Agency.


 


Notwithstanding the foregoing,
with respect to (i) certain of the Mortgage Loans originated or acquired by SMC that are subject to defeasance and (ii) certain
of the Mortgage Loans originated or acquired by AREF that are subject to defeasance, the related Mortgage Loan Seller has transferred
to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower
and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan
documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance
request to the related Mortgage Loan Seller. Until such time as the related Mortgage Loan Seller provides the Master Servicer with
written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations shall
be


 






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delivered
to the related Mortgage Loan Seller at its address for notices set forth in Section 13.05 below. With respect to any Mortgage
Loan that is subject to defeasance, if the successor borrower is not designated or formed by the related Mortgage Loan Seller
or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance
with the Servicing Standard.


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be
Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, a Companion Loan
Rating Agency Confirmations from each Companion Loan Rating Agency (the cost of which shall be paid by the related Mortgagor, if
so allowed by the terms of the related loan documents and otherwise paid out of general collections) grant or accept any consent,
approval or direction regarding the termination of the related property manager or the designation of any replacement property
manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans
a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate
principal balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in the second sentence of Section 3.18(h), the Special Servicer shall not approve
any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed
to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse
REMIC Event. 


 



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Section 3.19 Transfer
of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced
Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer
or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any applicable Excluded Loan) the Directing Holder thereof, and the Master Servicer
shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts
to provide the Special Servicer with all information, documents and records (including the names and contact information of the
Companion Holders, records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan
and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses
(viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving
notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any
event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced
Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced
Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, any related
Serviced Companion Noteholder, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect
to any applicable Excluded Loan) the Directing Holder, a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior
to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to a Serviced Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the
occurrence of a Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan) the Directing
Holder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were
delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master
Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the


 






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obligations of the Master
Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Mortgage Loan and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan, Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require
the Master Servicer to produce any additional reports.


 


(d)       Upon
the earlier of (i) sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan, and (ii) prior to taking action with respect to any Major Decision (or making a
determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Mortgage Loan, the Special
Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage
Loan and related Companion Loan, if applicable, and the related Mortgaged Property (the “Initial Delivery Date”)
and shall prepare one or more additional Asset Status Reports with respect to any such Specially Serviced Mortgage Loan subsequent
to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced
Mortgage Loan changes in strategy reflected in the initial Asset Status Report (or subsequent Final Asset Status Report) are necessary
to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan might be returned to performing status
or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).
Each Asset Status Report shall be delivered in electronic form to the Master Servicer, the Directing Holder (but only in respect
of any Mortgage Loan other than any applicable Excluded Loan, and in any event for so long as no Consultation Termination Event
has occurred and is continuing), the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an
applicable Excluded Loan), the Operating Advisor (but, other than with respect to an applicable Excluded Loan, only after the occurrence
and continuance of an Operating Advisor Consultation Event), with respect to any related Serviced Companion Loan, to the extent
such Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into
which such Serviced Companion Loan has been sold or, to the extent such Serviced Companion Loan has not been included in a securitization
transaction, to the holder of such Serviced Companion Loan, and the 17g-5 Information Provider (which shall promptly post such
report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special
Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 






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(i)          summary
of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


(ii)         a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


 


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


 


(iv)       (A)
the Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or REO Property), (B)
a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)        the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)       a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)      the
decision that the 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;


 


(viii)     an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)        the
Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)         such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 






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A summary of each Final
Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report in writing or if the
Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Holder
(communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders
(taken as a collective whole), 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 Mortgage Loan documents. If, with respect to any Mortgage Loan other than an applicable
Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Holder disapproves such
Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination
described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable,
but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator,
the Directing Holder (prior to the occurrence of a Consultation Termination Event), the Operating Advisor and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). With respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this Section
3.19(c) until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the
Servicing Standard, that the disapproval is not in the best interests of the Certificateholders (taken as a collective whole);
provided that, if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days
following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of
Asset Status Report, if consistent with the applicable Servicing Standard; provided, however, that such Asset Status
Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section
6.08. The procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(c).
Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related to the Controlling Class
Representative (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer,
the Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an applicable Excluded Loan which includes a Major Decisions that it is processing
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing Holder to consent to or approve
(including any


 






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deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer
to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this Agreement, including the Special
Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan
Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents
to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s or the Master
Servicer’s responsibilities under this Agreement.


 


Prior to an Operating
Advisor Consultation Event, the Special Servicer shall promptly deliver each Final Asset Status Report to the Operating Advisor
after the completion of the Directing Holder Approval Process. In addition, the Special Servicer shall notify the Operating Advisor
of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be
satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Holder or that otherwise includes an
indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period
or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer.


 


During the continuance
of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer in respect of
the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or
(ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that are Holders of the Controlling Class Certificates), as a collective whole. The Special Servicer
shall consider such alternative courses of action on a non-binding basis, if any, and any other feedback provided by the Operating
Advisor (and if no Consultation Termination Event has, the Directing Holder) in connection with the Special Servicer’s preparation
of any Asset Status Report that is provided while an Operating Advisor Consultation Event has occurred and is continuing. The Special
Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating
Advisor (and if no Consultation Termination Event has occurred, the Directing Holder), to the extent the Special Servicer determines
that the Operating Advisor’s and/or Controlling Class Representative’s input and/or recommendations are consistent
with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced
Whole Loan, the best interest of the Certificateholders and the holder of the related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of such Companion Loan)). If the special servicer determines to revise
any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Holder, the
Special Servicer shall deliver to the Operating Advisor and the Directing Holder the revised Asset Status Report (until a Final
Asset Status Report is issued). The procedures described in this paragraph are collectively referred to as the “ASR Consultation
Process.”


 






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After the occurrence
and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent to any Asset Status
Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but prior
to the occurrence of a Consultation Termination Event, the Directing Holder, and after the occurrence and during the continuance
of an Operating Advisor Consultation Event, the Operating Advisor, shall be entitled to consult, on a non-binding basis, with the
Special Servicer (in person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination
Event (and at any time with respect to any applicable Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall send the Asset Status Report to the Operating Advisor and shall only be obligated to consult
with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise
the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input
and/or recommendations of the Operating Advisor or the Directing Holder during the applicable periods described above, but is under
no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder.


 


The Special Servicer
shall implement the Final Asset Status Report.


 


Notwithstanding the foregoing,
with respect to a Serviced Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced
AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the related Co-Lender Agreement
and prior to the occurrence and continuance of an AB Control Appraisal Period, the Controlling Class Representative will have no
approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report
shall be as set forth in the related Co-Lender Agreement.


 


(e)       (i)
Upon receiving notice of the occurrence of the events described in clause (v) and (vii) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


 


(ii)        After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


 






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(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any applicable Excluded Loan),
the Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Holder).
With respect to any Mortgage Loan other than an applicable Excluded Loan, if, prior to the occurrence and continuance of a Control
Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder approves of, or does not
disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final
Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b). If the Directing Holder affirmatively disapproves of such summary in writing, then within two (2) Business Days of
receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Holder
until the Directing Holder approves such draft summary; provided, however, that if the Directing Holder has not approved
of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary
of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special
Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided,
further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft
summary by the Directing Holder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the
Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such
disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset
Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related
AB Subordinate Companion Loan in accordance with the related Co-Lender Agreement (to the extent such Co-Lender Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such final Asset Status Report and the summary of
such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or refrain from taking any action because of any
proposal, objection or comment by the Operating Advisor or, after the occurrence and during the continuance of a Control Termination
Event, the Directing Holder, or a recommendation of the Operating Advisor or, after the occurrence and during the continuance of
a Control Termination Event, the Directing Holder.


 






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Section 3.20 Sub-Servicing
Agreements. (a) The Master Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties
of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified:
(i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or any successor master servicer shall
thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party
under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances described
therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer, as applicable, any
successor master servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty;
provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees
as contemplated by Section 3.20(g) hereof and in such additional manner and by such other Persons as is provided in such
Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer
is permitted hereunder to modify such Mortgage Loan; (vii) with respect to any Sub-Servicing Agreement entered into after the
Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time
the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides that the Sub-Servicer shall
be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration
of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required
to be delivered to the Master Servicer under Article XI or under the Sub-Servicing Agreement or to the master servicer
under any other pooling and servicing agreement that the Depositor is a party to, (B) to perform in any material respect any of
its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange
Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange
Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to or (C) to perform
other covenants and obligations set forth in such Sub-Servicing Agreement in accordance with the terms of such Sub-Servicing Agreement.
Any successor master servicer hereunder shall, upon becoming successor master servicer be assigned and may assume any Sub-Servicing
Agreements from the predecessor Master Servicer (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement
entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan serviced


 






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thereunder at the time such Mortgage Loan becomes a Specially Serviced Mortgage Loan;
provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances
by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations
and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and continue
to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer
shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered
into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by
the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances
shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master Servicer shall notify the Special Servicer, the Trustee
and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of
any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall
(at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable
efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI hereof. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as
is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained by it
(other than any Sub-Servicer retained by it at the request of a Mortgage Loan Seller, which is only removable for cause) at any
time it considers removal to be in the best interests of Certificateholders in accordance with the terms of the related Sub-Servicing
Agreement.


 






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(d)       In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)        The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that


 






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would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents without the consent of the Master Servicer. The Master Servicer’s consent may also be required for certain other
servicing decisions as provided in the related Sub-Servicing Agreement.


 


Section 3.21 Interest
Reserve Account. (a) On the Master Servicer Remittance Date occurring in each February and in any January that occurs
in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate
Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to
one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in
the month preceding the month in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent
a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and
January, “Withheld Amounts”).


 


(b)       On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22 Directing
Holder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the Master
Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available to verbally
answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to
any applicable Excluded Loan) the Directing Holder and (b) the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible.


 


Section 3.23 Controlling
Class Certificateholders and the Controlling Class Representative and the Risk Retention Consultation Party; Certain Rights and
Powers of Directing Holder and Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the Transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit MM
attached hereto, the selection of a Controlling Class Representative or the resignation or removal thereof. The Controlling
Class Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such 


 



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Certificateholder
is appointed Controlling Class Representative and when it is removed or resigns. To the extent there is only one Controlling Class
Certificateholder and it is also the Special Servicer, it shall be the Controlling Class Representative.


 


On the Closing Date,
the initial Controlling Class Representative shall execute a certification substantially in the form of Exhibit P-1G to
this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class
Representative shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this Agreement prior to being recognized as the new Controlling Class Representative. On the Closing Date, the initial
Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to this Agreement.
Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party
shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H to
this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


Once a Controlling Class
Representative has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Controlling Class Representative,
by Certificate Balance, or such Controlling Class Representative shall have notified the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon the
resignation of a Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Controlling Class Representative. In the event that (i) the Master Servicer, the Certificate Administrator, the
Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders
that a Controlling Class Representative is no longer designated and (ii) the Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Controlling Class Representative
pursuant to the proviso of the definition of “Controlling Class Representative”, then the Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide
its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Operating Advisor that it is the new Controlling Class Representative; provided that the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely
on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the
largest aggregate Certificate Balance of the Controlling Class. Additionally, once a Risk Retention Consultation Party has been
selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless
the VRR Retaining Party shall have notified the Master Servicer, the Special


 






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Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor, in writing, of the selection of a new Risk Retention Consultation Party.


 


(b)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Controlling Class Representative and the Risk Retention Consultation Party.


 


(c)       In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


(d)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, a list
of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses at the expense
of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Controlling
Class Representative or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate
Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the
foregoing, Argentic Securities Income USA LLC, shall be the initial Controlling Class Representative and shall remain so until
a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.
As of the Closing Date, there will be no initial Risk Retention Consultation Party until appointed pursuant to the terms of this
Agreement.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Controlling Class Representative
and the Risk Retention Consultation Party.


 


(e)       If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(f)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Holder
may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder does not have any liability
or duties to the Certificateholders other than the Controlling Class;


 






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(iv) the Directing Holder may take actions that favor interests
of the Holders of the Controlling Class over the interests of the other Certificateholders; and (v) the Directing Holder shall
have no liability whatsoever (other than to a Controlling Class Certificateholder, to the extent the Controlling Class Representative
is the Directing Holder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder
or any director, officer, employee, agent or principal of the Directing Holder for having so acted.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention
Consultation Party may act solely in the interest of the VRR Retaining Party; (iii) the Risk Retention Consultation Party does
not have any liability or duties to the Certificateholders; (iv) the Risk Retention Consultation Party may take actions that favor
interests of the Certificateholders of one or more Classes or the VRR Retaining Party over the interests of the Certificateholders
of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever
(other than to the VRR Retaining Party) for having so acted as set forth in clauses (i) through (iv) above, and no
Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee,
agent or principal of the Risk Retention Consultation Party for having so acted.


 


(g)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced AB Whole Loan or a Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (g) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Co-Lender Agreement.


 


(h)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Holder, the Risk Retention Consultation Party and any AB Whole Loan Controlling
Holder.


 


(i)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Co-Lender Agreement.


 


(j)       The
Certificate Registrar shall determine which Class of Control Eligible Certificates is the then-current Controlling Class within
two (2) Business Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(k)       At
any time when the Class F-RR Certificates are the Controlling Class Certificates, the Holder of more than 50% of the Controlling
Class Certificates (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative


 






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and to
exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via e-mail to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicer
and the Operating Advisor. Any such waiver will remain effective with respect to such Holder and the Class F-RR Certificates until
such time as that Certificateholder has (i) sold a majority of the Class F-RR Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer
and the Operating Advisor that (a) the Transferor retains no direct or indirect voting rights with respect to the Class F-RR Certificates
that it does not own, (b) there is no voting agreement between the Transferee and the Transferor and (c) the Transferor retains
no direct or indirect economic interest in the Class F-RR Certificates. Following any such Transfer, the successor holder of more
than 50% of the Class F-RR Certificateholders (by Certificate Balance), if the Class F-RR Certificates are the Controlling Class
Certificates, will again have the rights of the Controlling Class Representative as described herein without regard to any prior
waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably waive its
right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative
or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder described
above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage
Loan prior to its acquisition of a majority of the Class F-RR Certificates that had not also become a Corrected Loan prior to such
acquisition until such Mortgage Loan becomes a Corrected Loan.


 


Whenever such an “opt-out”
by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be deemed to have occurred and continue;
and the rights of the Holder of more than 50% of the Class F-RR Certificates (by Certificate Balance), if they are the Controlling
Class Certificates, to act as or appoint a Controlling Class Representative and the rights of the Controlling Class Representative
will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise
then be in effect).


 


(l)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor and the Special Servicer within ten (10) Business Days of the existence
or cessation of (i) any Control Termination Event, (ii) any Operating Advisor Consultation Event or (iii) any Consultation Termination
Event. Upon the Certificate Administrator’s determination that a Control Termination Event, an Operating Advisor Consultation
Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business
Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 






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In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F-RR Certificates (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A
Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F-RR Certificates to less than
25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F-RR Certificateholder
who has become the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative or to exercise
any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event
and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its
rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F-RR Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
Transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


With respect to any applicable
Excluded Loan, the Directing Holder (or, if the Directing Holder is the Controlling Class Representative, any Controlling Class
Certificateholder) will not have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control
Termination Event and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan.


 


The Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an applicable Excluded Loan as
to such party.


 


Section 3.24 Co-Lender
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan
being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related
Co-Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance
with the related Co-Lender Agreement and this Agreement, including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related Co-Lender Agreement and,


 






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in the event of any conflict between the provisions
of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall govern. Notwithstanding anything
contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender Agreement provides that such Companion Holder
or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special
Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right
to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Co-Lender Agreement
to the extent provided for therein. All parties hereto further acknowledge and agree that any AB Whole Loan Controlling Holder
will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan and shall be entitled
to exercise all approval rights of the Directing Holder regarding any Asset Status Report in respect of the Mortgage Loan or related
REO Property, without regard to the occurrence of any Control Termination Event or Consultation Termination Event with respect
to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Co-Lender Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Co-Lender Agreement or conflict between the terms of this
Agreement and the terms of such Co-Lender Agreement. Notwithstanding any provision of any Co-Lender Agreement that may otherwise
require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine
lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the
compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any
expense arising from compliance with a Co-Lender Agreement constitute an expense to be borne by the Master Servicer or the Special
Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to
consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender
has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of
the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the
Companion Holders and mezzanine lenders is as set forth in the related Co-Lender Agreement or mezzanine intercreditor agreement,
as applicable, or as otherwise set forth in Section 13.05. In no event shall the Master Servicer or the Special Servicer,
as the case may be, be required to consult with or obtain the consent of a new Controlling Class Representative or consult with
a new Risk Retention Consultation Party or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered
notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(d) or the Master Servicer
or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Controlling Class
Representative or a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 






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(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC, (b) result in the imposition of a “prohibited transaction” or
“prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s,
Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Controlling Class Representative
or the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Co-Lender Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except
to the extent that the Controlling Class Representative or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Co-Lender
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver reports
and notices to the related Companion Holder as required under the Co-Lender Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall be required
(i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder
pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required
to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to
the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Master Servicer or the Special
Servicer, as the case may be, of written notice of a proposed action, together with copies of the


 






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notice, information and report
required to be provided to the Controlling Class Certificateholder, the Master Servicer or the Special Servicer, as the case may
be, shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has
responded within such ten (10) Business Day period (unless, such Master Servicer or Special Servicer proposes a new course of action
that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed
to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of the related Companion Holder set forth in the immediately preceding sentence, such Master Servicer or Special Servicer
may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if such Master Servicer or Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the Master
Servicer or the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related
Companion Holder.


 


(f)       In
addition to the consent and consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Co-Lender Agreement
such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days after
receipt by the Master Servicer of properly identified and available funds constituting the related Periodic Payment without the
consent of the Master Servicer.


 


Section 3.25 Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this
Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating Agency Confirmation
from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business
Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency
has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such
request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm
(through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not


 






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be obligated to, send such request directly to
the Rating Agencies in accordance with the procedure and timeframes set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement
master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) KBRA has not cited servicing concerns
of the applicable replacement master servicer or special servicer, as applicable, as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement master
servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency or (iv) it is listed
on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer,
as applicable, if S&P is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 






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(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing
and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a Sub-Servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s)
in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any
Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or deemed to be waived on, as applicable,
the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided,
that the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward
to one or more of its counterpart (i.e., the master servicer, special servicer, trustee or certificate administrator, if
and as applicable), the Rule 17g-5 information provider for the Other Securitization Trust, or such other party or parties (as
are agreed to by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or
applicable Certificateholders, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and recipient
may reasonably agree, (i) the request for such Companion Loan Rating 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 17g-5 Information Provider under
this Agreement for posting on the 17g-5 Information Provider’s 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 17g-5 Information Provider,
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.


 






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Section 3.26 The
Operating Advisor. (a) The Operating Advisor shall promptly review (i) the actions of the Special Servicer with respect
to the Mortgage Loan when it is a Specially Serviced Mortgage Loan (as provided in Section 3.19(d), Section 3.26
and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions
of the Special Servicer with respect to Major Decisions relating to the Mortgage Loans when they are not a Specially Serviced
Mortgage Loans, (ii) all information made available to Privileged Persons that are posted on the Certificate Administrator’s
Website and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation
Event) and Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. In addition and for the avoidance
of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer with respect to certain
Major Decisions processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility at any time
to review or assess the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor will
not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any Privileged Information received from the Special
Servicer or Directing Holder in connection with the Directing Holder’s exercise of its rights under this Agreement (including,
without limitation, in connection with any Asset Status Report) or otherwise in connection with this transaction, except under
the circumstances described in Section 3.26(f) and subject to any law, rule, regulation, order, judgment or decree requiring
the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information,
the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)       (i)
Based on the Operating Advisor’s review of any assessment of compliance report, any attestation report, any Major Decision
Reporting Package, and/or Asset Status Report (in each case, after the occurrence and during the continuance of an Operating Advisor
Consultation Event), any Final Asset Status Report and other reports by the Special Servicer made available to Privileged Persons
that are posted on Certificate Administrator’s Website during the prior calendar year, the Operating Advisor shall (if, at
an time during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) was a Specially Serviced
Mortgage Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer with respect to any Major Decision)
deliver to the Special Servicer, the Depositor, the Certificate Administrator (who shall promptly post such report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (who shall post it
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) within one hundred-twenty (120) days
of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), that (a) sets forth whether
the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special


 






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Servicer is operating in compliance
with the Servicing Standard with respect to its performance of its duties under this Agreement with respect to Specially Serviced
Mortgage Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, with respect to
Major Decisions on Non-Specially Serviced Mortgage Loans) during the prior calendar year on an “asset-level basis”,
and (b) identifies (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith,
the Special Servicer has failed to comply and (2) any deviations from the Special Servicer’s obligations under this Agreement
with respect to the resolution or liquidation of any Specially Serviced Mortgage Loan or REO Property (other than with respect
to any REO Property related to any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan); provided, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not
be required to (i) report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial
or (ii) provide or obtain a legal opinion, legal review, or legal conclusion. Only as used in connection with the Operating Advisor
Annual Report, the term “asset-level basis” refers to the Special Servicer’s performance of its duties with respect
to the pool of Specially Serviced Mortgage Loans (and, after the occurrence and continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Mortgage Loans) under this Agreement 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, Major Decision Reporting Package, Asset Status Report (after the occurrence and during the continuance of an Operating
Advisor Consultation Event), Final Asset Status Report and other information, in each case, delivered to the Operating Advisor
by the Special Servicer (other than any communications between the Directing Holder and the Special Servicer that would be Privileged
Information) pursuant to this Agreement. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related
Co-Lender Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(d) hereof,
each such Operating Advisor Annual Report shall comply with all of the confidentiality requirements described in this Agreement
regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered
to the Depositor, the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Depositor, the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no


 






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obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the Special Servicer.


 


Notwithstanding anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall
be based on the provisions of this Agreement, (ii) so long as LNR Partners, LLC is acting as Special Servicer, it shall not be
required to provide its written policies and procedures to the Operating Advisor, except that, in the event the Operating Advisor’s
assessment determines that the Special Servicer has not materially performed its obligations under this Agreement with respect
to a particular Mortgage Loan, and LNR Partners, LLC rebuts or defends such assessment based upon its compliance with its written
policies and procedures, LNR Partners, LLC shall produce to the Operating Advisor the relevant portions of LNR Partners, LLC’s
written policies and procedures, and (iii) the Operating Advisor’s assessment may not take into account the fact that the
Operating Advisor did not have access to the LNR Partners, LLC written policies and procedures. The Operating Advisor shall be
permitted to review such portions of the policies and procedures but shall not be permitted to retain hard copies and will not
be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained in the policies
and procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor,
or (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory
to the Special Servicer) and (B) the Operating Advisor may disclose a particular portion of the policies and procedures solely
when necessary to support specific conclusions (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation
by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding
the foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of
the Operating Advisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement
and provided such Operating Advisor affiliate and subcontractors agree in writing prior to receiving such information to
be bound by the same confidentiality provisions applicable to the Operating Advisor. Nothing set forth herein shall limit or affect
the scope of the Operating Advisor’s asset level review in connection with its preparation of the Operating Advisor Annual
Report, provided that the Operating Advisor’s access to or reliance upon LNR Partners, LLC’s written policies
and procedures shall be subject to the terms of the immediately preceding sentence.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver notice of action and information required to be delivered
to the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 






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(d)       (i)
After the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and is continuing prior to
the utilization by the Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present
value in accordance with Section 1.02(iv), 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 Communications),
to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and
the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting
or additional materials, recalculate the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of
the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day
period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator
shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine
which calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor and the Special
Servicer). In making such determination, the Certificate Administrator may hire an independent third-party to assist with any such
calculation at the expense of the Trust and shall be entitled to conclusively rely on such third party’s determination (provided
such third party has been selected with reasonable care by the Certificate Administrator).


 


(e)       Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor review
will be limited to an after-the-action review of the reports, calculations and material described above (together with any additional
information and material reviewed by the Operating Advisor), and, therefore, it shall have no involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, Insurance Policies, mortgagor substitutions, lease changes
or other similar actions that the Special Servicer may perform under this Agreement and will have no obligations at any time with
respect to any Non-Serviced Mortgage Loan.


 






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With respect to the determination
of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated, the Operating Advisor is
entitled to rely solely on its receipt from the Certificate Administrator of notice pursuant to this Agreement (which includes
notices posted to the Certificate Administrator’s Website), and, with respect to any obligations of the Operating Advisor
that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor
will have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of an
Operating Advisor Consultation Event.


 


(f)       The
Operating Advisor and its Affiliates shall keep all Privileged Information confidential and shall not, without the prior written
consent of the Special Servicer and (for so long as no Consultation Termination Event is continuing) the Directing Holder (with
respect to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable Excluded Loan), disclose such information
to any other Person (including any Certificateholders which are not then included in the Control Eligible Certificates, other than
the Controlling Class Representative), other than (i) to the extent expressly set forth herein, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception or
(iii) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard
(A) in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives “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 other than
pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share
Privileged Information with its Affiliates and any Subcontractors of the Operating Advisor that agree in writing to be bound by
the same confidentiality provisions applicable to the Operating Advisor.


 


(g)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(h)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Master Servicer Remittance Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced
Mortgage Loans but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor
Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related
Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.
The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05 of
this Agreement.


 






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The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee
is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the Special Servicer processing the Major Decision shall use efforts to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent
with the efforts that the Master Servicer or the Special Servicer processing the Major Decision would use to collect any Mortgagor-paid
fees owed to it in accordance with the Servicing Standard (taking into account whether or not such fees are provided for in the
related loan agreement), but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special
Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related 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, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor shall have no obligations or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any
related REO Property prior to the occurrence and continuance of a Consultation Termination Event or (ii) with respect to any AB
Mortgage Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and an Operating Advisor Consultation
Event; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
with respect to any Non-Serviced Whole Loan.


 


(i)       Upon
(i) the written direction of Holders of Non-Reduced Interests evidencing not less than 15% of the Voting Rights of the Non-Reduced
Interests requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor (provided
that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice to all Certificateholders and the Operating Advisor
of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and concurrently by mail. Upon the written direction of Holders of more than 50% of the Voting Rights of the Non-Reduced Interests
that exercise their right to vote (provided that Holders of at least 50% of the Voting Rights of the Non-Reduced Interests
exercise their right to vote), the Trustee will terminate all of the rights and obligations of the Operating Advisor under this
Agreement (other than any rights or obligations that accrued prior to the date of such termination (including


 






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accrued and unpaid
compensation) and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice
to the Operating Advisor, and the proposed successor operating advisor will be appointed.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and beneficial owner of Certificates
may access any notices posted on the “special notices” and on the “U.S. Risk Retention Special Notices”
tabs on the Certificate Administrator’s Website, and each Certificateholder and beneficial owner of Certificates may register
to receive email notifications when such notices are posted on the Certificate Administrator’s Website. The Certificate Administrator
will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such
requests.


 


(j)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. No such termination shall terminate, change, reduce or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination, including the rights 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).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. If the Trustee
is unable to find a replacement Operating Advisor that is an Eligible Operating Advisor within thirty (30) days of the termination
of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any termination of the Operating Advisor
and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice
of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information
Provider, the Depositor, the Controlling Class Representative (for any Mortgage Loan other than an applicable Excluded Loan and
only if no Consultation Termination Event has occurred), the Risk Retention Consultation Party and the Certificateholders.


 


(k)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 






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(l)       Prior
to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been
granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s receipt of
the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(m)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Controlling Class Representative and the Risk Retention Consultation Party, if applicable, if the Operating Advisor
has secured a replacement that is an Eligible Operating Advisor and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(n)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(h) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(o)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


 


(p)       The
Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements
or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.26. Notwithstanding
the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or Subcontractor to the same extent and


 






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under the same terms and conditions as if the Operating Advisor alone were performing its
obligations under this Agreement.


 


(q)       For
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that
involve the same parties or Mortgagors involved in this securitization, any experience or knowledge gained by the Operating Advisor
from such other engagements may not be imputed to the Operating Advisor or its employees for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer
during its periodic meetings.


 


Section 3.27 Companion
Paying Agent. (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying
Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28 Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 






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The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer (which,
unless required by the related Intercreditor Agreement to be sent to additional parties, shall be satisfied by the delivery to
the “master servicer” under the related Other Pooling and Servicing Agreement) under the Other Pooling and Servicing
Agreement.


 


Section 3.29 Certain
Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and
the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special
Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination
Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.


 






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(e)       With
respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor (consistent with the Operating Advisor Standard), following the occurrence and during
the continuance of a Consultation Termination Event, shall exercise any consultation rights held by the holder of such Mortgage
Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement)
under the related Co-Lender Agreement.


 


(f)       With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.


 


(g)       On
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage
File (other than the note(s) designating the related Servicing Shift Mortgage Loan, the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling
Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12),
(14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the
related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer
of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related
Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30 Delivery
of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer, the
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.30(a) shall not be


 






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separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.30(a) shall be posted on the Certificate Administrator’s Website under the
“Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling Class
Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the
Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the
Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any
Excluded Information in accordance with this Section 3.30(a) until such party has received written notice with respect
to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this
Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling
Class Holder on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing
Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class
Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a).


 


(b)       Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information,
such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


Section 3.31 Credit
Risk Retention. (a) (i) The Retaining Sponsor, prior to its acquisition of the HRR Certificates or the VRR Interest,
will be required to enter into an agreement with the Depositor and the other Sponsors (the “Credit Risk Retention Compliance
Agreement”).


 


(b)       None
of the Master Servicer, Trustee, the Certificate Administrator or the Custodian shall be obligated to monitor, supervise or enforce
the performance of any party under the Credit Risk Retention Compliance Agreement.


 


Section 3.32 Resignation
Upon Prohibited Risk Retention Affiliation.  Under the Risk Retention Rule,
any Subsequent Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as
the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the
Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as


 






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applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
a Subsequent Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer,
the Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, a Subsequent Third
Party Purchaser, a Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or
the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations
Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of a Subsequent Third Party Purchaser
or any other party to this Agreement (in such case, an “Impermissible Operating Advisor Affiliate” and “Impermissible
Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible
Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk
Retention Affiliate”), such Impermissible Risk Retention Affiliate shall be required to promptly notify the Retaining
Sponsor and the parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 8.07
or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket
costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, however, if the affiliation causing an Impermissible
Risk Retention Affiliate is the result of a Subsequent Third Party Purchaser acquiring an interest in such Impermissible Risk
Retention Affiliate or an Affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense
of the Trust.


 


Section 3.33 Litigation
Control. With respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan or any Excluded Special Servicer Loan), any Serviced Companion Loan or any related REO Loan or related REO Property, the
Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought
by a Borrower Party against the Trust (including, without limitation, any action in which both the Trust and the Master Servicer
are named), and/or the Special Servicer, and represent the interests of the Trust in any litigation relating to a Mortgage Loan
or Whole Loan, as applicable, the related Mortgaged Property or other collateral securing such Mortgage Loan or Whole Loan, or
the enforcement of the obligations of a Borrower Party under the related Mortgage Loan documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (regardless of whether the Trust is named in such Loan-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as reasonably practicable but in any event no later than within ten (10) Business Days of
the Master Servicer receiving service of such Loan-Related Litigation. The Operating Advisor shall not be required to review the
actions of the Special Servicer with respect to Loan-Related Litigation unless such review is otherwise related to the performance
of the Operating Advisors duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.


 


(b)       With
respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Loan-Related Litigation, and neither
the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately
preceding subsection, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more
frequent basis) status reports to the Special


 






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Servicer regarding such litigation; (ii) use reasonable efforts to have the Trust
replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to
such lawsuit, consult with, and take direction from, the Special Servicer with respect to material decisions and material monetary
settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of
counsel. If and/or when the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related
Litigation as provided in Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligations set
forth above and the Special Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which
consent shall not be unreasonably withheld. Further, if there are claims against the Master Servicer, the Trust, and the Special
Servicer, each party at the request of any other such party shall enter into a joint defense agreement in accordance with Section
3.33(h) below.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until (A) it has notified in writing the Directing
Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Directing Holder is actually known to the Special Servicer; provided that
the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Holder) and the
related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the
identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and (B) the Directing Holder
(only if the related Mortgage Loan is not an Excluded Loan and for so long as no Control Termination Event has occurred and is
continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided
with all information that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of
the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer
within such five (5) Business Day period, then the Directing Holder shall be deemed to have approved the taking of such action);
provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary
to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Noteholders,
the Special Servicer may take such action without waiting for the Directing Holder’s response.


 


(d)       Notwithstanding
anything to the contrary in this Section 3.33, neither the Special Servicer nor the Master Servicer shall follow any advice,
direction or consultation provided by the Directing Holder (or any other party to this Agreement) that would require or cause the
Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or 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 any Trust REMIC created hereunder to fail to qualify as a REMIC for federal income tax purposes or result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC


 






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Provisions, or materially
expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s or the Trustee’s,
as applicable, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer provided under this Section 3.33 to represent the interests of the Trust in Loan-Related
Litigation, the Master Servicer shall retain the right at all times to make determinations relating to material and direct claims
against the Master Servicer where a settlement by the Special Servicer has not otherwise been resolved pursuant to the terms of
subsection (g) below, including but not limited to the right to engage separate counsel, to make settlement decisions and to appear
in any proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject
to indemnification as and to the extent provided in this Agreement.


 


(f)       Further,
nothing in this Section 3.33 shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
reasonable judgment and in accordance with the Servicing Standard, may (i) cause any Trust REMIC created hereunder to fail to qualify
as a REMIC for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions, (ii) cause the Master Servicer to violate the Servicing Standard, (iii) result
in a violation of applicable law or the related Mortgage Loan documents or (iv) subject the Master Servicer to liability or materially
expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)       In
the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer shall
settle on behalf of the Master Servicer or Special Servicer, as applicable, any Loan-Related Litigation without such party’s
consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive
relief on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer
are each fully released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant
to the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement, (iii) each of the Master
Servicer and the Special Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and
expenses incurred in defending and settling the Loan-Related Litigation and for any judgment, (iv) any such action taken by the
Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the
Servicing Standard and (v) the Master Servicer or the Special Servicer, as applicable, provides the Master Servicer or the Special
Servicer, as applicable, with assurance reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable,
as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)       In
the event both the Master Servicer and the Special Servicer or the Trust are named in Loan-Related Litigation, to the extent that
the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and
the Special Servicer the rights afforded to such party in this Section 3.33.


 


(i)       This
Section 3.33 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees
(both authority and agreement to


 






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be in writing), to make certain decisions or control certain Loan-Related Litigation on behalf
of the Trust in accordance with the Servicing Standard.


 


(j)       Notwithstanding
the foregoing, and subject to the power of attorney, (i) in the event that any action, suit, litigation or proceeding names the
Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, in its individual capacity, or in
the event that any judgment is rendered against the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor,
as applicable, in its individual capacity, the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor,
as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain separate counsel
and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct,
manage or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action,
suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under
the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master
Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee, the Custodian
or the Operating Advisor, as applicable, (A) initiate an action, suit, litigation or proceeding in the name of the Certificate
Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, whether in such capacity or individually, (B)
engage counsel to represent the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable,
(C) settle any claim giving rise to liability to the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
as applicable, in its individual capacity, or (D) prepare, execute or deliver any government filings, forms, permits, registrations
or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator,
the Trustee, the Custodian or the Operating Advisor, as applicable, to be registered to do business in any state (provided that
neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate
Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, to grant such consent); and (iii) in the event
that any court finds that the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, is
a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan, the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, shall have the right to
retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as
the Certificate Administrator, the Trustee, the Custodian or the Operating Advisor, as applicable, or individually (but not to
otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall
be interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage
Loan other than an Excluded Loan, with the consent or consultation of the Directing Holder prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.33(c))
from initiating any action, suit, litigation or proceeding in its name as representative of the Trust. References to Mortgage Loans
(including references to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.33 shall mean Mortgage
Loans other than Non-Serviced Mortgage Loans.


 






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Notwithstanding the foregoing
or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force
and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time
during the continuance of such Loan-Related Litigation, LNR Partners, LLC is no longer the Special Servicer with respect to the
related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related
Mortgage Loan or related Whole Loan (whether or not such replacement is effective) or such related Mortgage Loan or Whole Loan
is an Excluded Special Servicer Loan in respect of LNR Partners, LLC as Special Servicer, or (ii) the Depositor, any Sponsor, any
Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect
to the Trust or the Special Servicer) in such Loan-Related Litigation or holds any interest which is adverse to the Trust or the
Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or the related Mortgaged Property
to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the Depositor, Sponsor, Mortgage Loan
Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such interest. For the avoidance of doubt, the
rights and obligations of the Master Servicer and the Special Servicer relating to any Loan-Related Litigation shall be limited
solely to the representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the
further avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer
and the Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement.


 


Article
IV



Distributions to Certificateholders


 


Section 4.01 Distributions.


 


(a)       [Reserved].


 


(b)       On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account in the amounts and priorities set forth in Section 4.01(d) with respect to each Class of Lower-Tier Regular Interests,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-AB Certificates, the Class X-A Certificates and the Class X-B Certificates, in respect of interest, up to an amount
equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates
for such Distribution Date;


 


(ii)        second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-AB


 






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Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-AB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-AB Certificates has been reduced to the Class A-AB Scheduled Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of
the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of
the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-AB Certificates, in
an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate
Balances of the Class A-AB Certificates, without regard to the Class A-AB Scheduled Principal Balance, has been reduced to zero;
and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, pro
rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates is reduced
to zero;


 


(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-AB Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to such Classes pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class),
then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such
Realized Loss is reimbursed;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates and the


 






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Class A-AB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates have been made
on such Distribution Date) until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)       sixth,
to the Holders of the Class A-S Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class until the date such Realized Loss is reimbursed;


 


(vii)      seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)     eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates have been made on such Distribution Date) until the Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)        ninth,
to the Holders of the Class B Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(x)        tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and the Class B Certificates
have been made on such Distribution Date) until the Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)       twelfth,
to the Holders of the Class C Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the


 






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date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(xiii)       thirteenth,
to the Holders of the Class D Certificates and the Class X-D Certificates, in respect of interest, up to an amount equal to, and
pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates for such
Distribution Date;


 


(xiv)       fourteenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates and the Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, the Class
B Certificates and the Class C Certificates have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class D Certificates has been reduced to zero;


 


(xv)       fifteenth,
to the Holders of the Class D Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(xvi)      sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)     seventeenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof,
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, the Class B Certificates, the Class C Certificates and the Class D Certificates have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)    eighteenth,
to the Holders of the Class E Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class until the date such Realized Loss is reimbursed;


 


(xix)       nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(xx)       twentieth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates
and the Class E Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates and the Class
E Certificates have been made on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR Certificates
has been reduced to zero;


 


(xxi)      twenty-first,
to the Holders of the Class F-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class until the date such Realized Loss is reimbursed;


 


(xxii)     twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)    twenty-third,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates,
the Class E Certificates and the Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates and the Class F-RR Certificates have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)    twenty-fourth,
to the Holders of the Class G-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class until the date such Realized Loss is reimbursed;


 


(xxv)     twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)    twenty-sixth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates,
the Class E Certificates, the Class F-RR Certificates and the Class G-RR Certificates have been reduced to zero, to the Holders
of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, the


 






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Class B Certificates,
the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F-RR Certificates and the Class G-RR Certificates
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates has been reduced
to zero;


 


(xxvii)   twenty-seventh,
to the Holders of the Class H-RR Certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class until the date such Realized Loss is reimbursed; and


 


(xxviii)  twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(c)       [Reserved].


 


(d)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to the
Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d),
Section 4.01(e), Section 4.01(g) and Section 4.01(j) such that at all times the Lower-Tier Principal Amount of
each Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the
Interest Distribution Amount in respect of its Related Certificates, plus a pro rata portion of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB and Class LAS Lower-Tier Regular
Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest and the Class LC Uncertificated
Interest, the Class X-B Certificates, and (iii) in the case of the Class LD Uncertificated Interest and the Class LE Uncertificated
Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a Notional Amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(b). Amounts distributable


 






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pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and
shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses and VRR Realized Losses, as provided in Section 4.04(b) and Section
4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal
Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in
the Preliminary Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount,
and distribution of Yield Maintenance Charges pursuant to Section 4.01(f)(iii) shall be distributed to the Holders of the
Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution Date
remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(e)       On
and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all been reduced to zero,
any amounts representing reimbursements of Realized Losses previously allocated to such Classes, if available, will be distributed
to the Senior Certificates pro rata based on their respective Certificate Balances.


 


(f)       (i)
On any Distribution Date of any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date shall
be distributed to the 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, Class X-A and Class A-S Certificates and (ii)
the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of the
Class X-B Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates and the Class E Certificates
based upon the aggregate amount of principal distributed to the Classes of Principal Balance Certificates in each YM Group on such
Distribution Date; and (b) as among the respective Classes of Principal Balance Certificates in each YM Group in the following
manner: (1) the Holders of each Class of Principal Balance 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 Principal Balance Certificates on such Distribution Date, and the denominator of which is the total
amount of principal distributed to all of the Principal Balance Certificates in such YM Group on such Distribution Date, (y) the
Base Interest Fraction for the related Principal Prepayment and such Class of Certificates and (z) the aggregate amount of such
Yield Maintenance Charge allocated to such YM Group, and (2) the portion of such Yield Maintenance Charge allocated to such YM
Group remaining after such distributions will be distributed to the Class of Class X Certificates in such YM Group. If there is
more than one Class of Principal Balance Certificates 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, the aggregate amount
of such Yield


 






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Maintenance Charges will be allocated among all such Classes of Principal Balance Certificates up to, and on a pro
rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance with the first
sentence of this paragraph.


 


(ii)       No
Yield Maintenance Charges shall be distributed to the Holders of the Class X-D, Class F-RR, Class G-RR, Class H-RR or Class R Certificates.
After the Distribution Date on which the Notional Amounts of the Class X-A and Class X-B Certificates and the Certificate Balances
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates 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.


 


(iii)       All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(f)(i) or Section 4.01(f)(ii) shall first be deemed to be distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount
of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section
4.01(d) above.


 


(g)       On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after
application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be held and applied to offset future Realized Losses with respect to the Principal
Balance Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust,
any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders from the Lower-Tier
REMIC in respect of the Class LR Interest.


 


(h)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(i), 4.01(j) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined


 






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without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but, in the case
of the Certificates, only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such
other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(i)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 


(i)         the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but, in the case of the Certificates, only upon presentation and surrender of such Certificates at the offices of the Certificate
Registrar or such other location therein specified; and


 


(ii)        no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(i)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be


 






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payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(i).


 


(j)       Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a), Section 4.01(b), Section 4.01(d) or Section 4.01(e) as applicable, to the Holders
of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution
Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates
which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof
and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any
such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered
thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior
Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(k)       On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Serviced Whole Loan Custodial Account not required
to be deposited therein;


 


(ii)         to
the extent permitted under the related Co-Lender Agreement and not otherwise previously reimbursed, to pay the Trustee or the Certificate
Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable
to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole Loan related
to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Co-Lender Agreement;


 


(iii)        to
pay all amounts remaining in the Serviced Whole Loan Custodial Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Co-Lender Agreement; and


 


(iv)        to
clear and terminate the Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Serviced Whole Loan Custodial Account required hereunder shall be made by the Companion Paying Agent to the related Companion
Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the


 






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account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or
information relating thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by
first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date.


 


Section 4.02 Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance
with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date
Statement”) which shall include:


 


(i)         the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)        the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)        the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 






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(vii)      the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced or in
foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)     the
value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)        the
Available Funds for such Distribution Date;


 


(x)         the
Interest Accrual Amount, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges and (B) prepayment premiums;


 


(xii)       the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date;


 


(xiv)      the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss, on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses, in respect of the Principal
Balance Certificates, to date;


 


(xv)      the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


 


(xvi)     the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis;


 


(xvii)    the
current Controlling Class;


 


(xviii)   the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 






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(xix)      a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)       a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)      all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)     in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d), and Section 4.01(g);


 


(xxiii)    the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 


(xxiv)    the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)     with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)    with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates, if applicable, in respect of the related REO Loan in connection
with that determination;


 


(xxvii)   the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)  the
then-current credit support levels for each Class of Certificates;


 






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(xxix)    the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxx)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxi)    a
loan-by-loan listing of any Material Breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiii)  [Reserved];
and


 


(xxxiv)  such
other information as mutually agreed between the Certificate Administrator and the Sponsors.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website nor by its filing of such information, including,
but not limited to, with EDGAR, pursuant to this Agreement.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (ii)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which Person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate


 






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Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


(b)       [Reserved].


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or Special Servicer, as applicable, shall not be
liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(c),
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the
Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section


 






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4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or the Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such
information is in the Master Servicer’s or the Special Servicer’s possession, the Master Servicer or the Special Servicer,
as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense
of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account
of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, generally to the effect that such Person is the Directing Holder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special


 






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Servicer shall be entitled to conclusively
rely on delivery from the Directing Holder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that such Directing Holder or Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced
in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
Servicer Loan(s).


 


(g)       [Reserved].


 


Section 4.03 P&I
Advances. (a) On or before 4:00
p.m., New York City time, on each Master Servicer Remittance Date, the Master Servicer shall either (i) remit to the Certificate
Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount
of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date or (ii)
apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of
any such obligation to make P&I Advances with respect to the Mortgage Loans, or (iii) make P&I Advances in the form of
any combination of clauses (i) and (ii), aggregating the total amount of P&I Advances to be made. Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans
shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit
of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans for
a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such Distribution
Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I
Advance by 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant
to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured
such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York
City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder,
the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master
Servicer Remittance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator
for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date. If the Master Servicer or the Trustee make a P&I Advance with respect to any Mortgage Loan that
is part of a Whole Loan, then it shall provide written notice to the related Other Servicer, Other Trustee, Non-Serviced Master
Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as applicable, of the amount of such P&I Advance with respect
to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 






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(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close
of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the Master
Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which
the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection
(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer or the Special
Servicer shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that
any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan
independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced Companion Loan.
If the Master Servicer or the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer or the Special Servicer shall provide the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date
of such determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced Pooling
Agreement with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement
that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced Pooling Agreement that is similar
to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon
such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee


 






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shall
not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until
the Master Servicer, the Special Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be
as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the
case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may
be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I
Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Co-Lender Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to
a Mortgage Loan unless the related Periodic Payment is received after the related Due Date has passed and any applicable Grace
Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related
Master Servicer Remittance Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding
P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such
purpose are deposited in the Collection Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default Interest,
late payment charges, prepayment premiums, Balloon Payments or any advance with respect to a Periodic Payment with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of
a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced Pooling Agreement
and the Master Servicer has notice of such Appraisal Reduction Amount), the interest portion of the P&I Advance in respect
of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction
in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion of such
P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction,
expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior
to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the
related Distribution Date.


 






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(f)       In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04 Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments
of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion Loan if applicable)
as of the end of the last day of the related Collection Period, is less than (ii) the then aggregate Certificate Balance of the
Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit,
the “Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates, as applicable,
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class
of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction
of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will
be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized
Losses, in the same sequential order as distributions pursuant to Section 4.01(b), in each case up to the amount of the
unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates. In the event that the amount of any subsequent
recovery of Nonrecoverable Advances is added to the Principal Distribution Amount and the Certificate Balance of any Class of
Certificates, the amount of any unreimbursed Realized Losses allocated to such Class will be reduced by the amount of such recovery
that was added to the Certificate Balance of such Class.


 


(b)       On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated first, to the Class H-RR Certificates, then, to the Class G-RR Certificates,
then, to the Class F-RR Certificates, then, to the Class E Certificates, then, to the Class D Certificates,
then, to the Class C Certificates, then, to the Class B Certificates, then, to the Class A-S Certificates
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-AB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been
reduced to zero.


 






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(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05 Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan,
to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates in reverse sequential order
to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e.,
first, to the Class H-RR Certificates, then, to Class G-RR Certificates, then, to the Class F-RR Certificates,
then, to the Class E Certificates, then, to the Class D Certificates, then, to the Class C Certificates,
then, to the Class B Certificates, then, to the Class A-S Certificates, and finally, pro rata based on their
respective interest entitlements, to the Senior Certificates). Following receipt from the Special Servicer, the Master Servicer
shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount with respect to each Mortgage Loan
(which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic
Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package or such report mutually agreed upon between the Master Servicer and the Certificate Administrator). Based on information
in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section
3.23(l). With respect to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the
Appraised Value of the related Mortgaged Property will be determined on an “as-is” basis.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Special Servicer shall
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information
in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount
for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information within four (4) Business Days of the Special Servicer’s reasonable request. Upon obtaining knowledge or
receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer
shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the
Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of
the first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth in the
immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such


 






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AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None of the Master Servicer
(with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan), the Special Servicer (with respect to Non-Serviced
Mortgage Loans), the Trustee, the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency
Amount.


 


For purposes of determining
the Non-Reduced Interests, the Controlling Class and the occurrence of a Control Termination Event, Appraisal Reduction Amounts
allocated to a related Mortgage Loan will be allocated to each Class of Principal Balance Certificates in reverse sequential order
to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero
(i.e., first, to the Class H-RR Certificates, then, to the Class G-RR Certificates, then, to the Class
F-RR Certificates, then, to the Class E Certificates, then, to the Class D Certificates, then, Class C Certificates;
then, to the Class B Certificates, then, to the Class A-S Certificates; and finally, pro rata based
on their respective interest entitlements, to the Senior Certificates). In addition, for purposes of determining the Controlling
Class and the occurrence of a Control Termination Event, Collateral Deficiency Amounts allocated to a related Mortgage Loan that
is an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e.,
first, to the Class H-RR Certificates, then, to the Class G-RR Certificates, and finally, to the Class F-RR
Certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and the occurrence of a Control Termination
Event, any Class of Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts, as described in this paragraph.


 


The Appraised Value of
any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes of determining all
Appraisal Reduction Amounts. The Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the
Master Servicer (in the case of a Non-Serviced Mortgage Loan) shall promptly notify the Special Servicer or the Master Servicer,
as applicable, and the Certificate Administrator of (i) any Appraisal Reduction Amount and (ii) any Collateral Deficiency Amount
and any resulting Cumulative Appraisal Reduction Amount (which notification shall be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File, as to the Appraisal Reduction Amounts, and the CREFC®
Appraisal Reduction Amount Template, as to the Collateral Deficiency Amount, included in the CREFC® Investor Reporting
Package, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section
3.12(d)), and the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency
Amount and any resulting Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website.


 


(b)       (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates, that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal


 






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Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require
the Special Servicer to order (or, with respect to a Collateral Deficiency Amount calculation for a Non-Serviced Mortgage Loan,
require the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any
Mortgage Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral
Deficiency Amount (such Holders, the “Requesting Holders”). With respect to any such Mortgage Loan (other than
with respect to a Non-Serviced Mortgage Loan) or Serviced Whole Loan, such Special Servicer shall use its reasonable efforts to
cause such second Appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and (ii) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same
MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain
an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the Master Servicer shall use commercially reasonable
efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer.


 


(ii)       Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced Pooling Agreement and applicable Co-Lender Agreement)
and the Special Servicer (for Mortgage Loans other than Non-Serviced Mortgage Loans) shall determine, in accordance with the Servicing
Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount
or the Collateral Deficiency Amount, as applicable, is warranted, and if so warranted, such Person shall recalculate the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and (for Mortgage Loans (other
than Non-Serviced Mortgage Loans) or Serviced Whole Loans) receipt of information reasonably requested by the Special Servicer
from the Master Servicer pursuant to Section 4.05(a) or Section 4.05(c). If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount, if applicable. In addition, the Holders of Certificates representing the majority of the Certificate Balance of any Appraised-Out
Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage
Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount 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 efforts to cause such Appraisal to be (i) delivered
within thirty (30) days from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is”
basis by an MAI appraiser; provided that the Special Servicer shall not be required to obtain such Appraisal if it 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 the Appraised Value of the related Mortgaged Property or Mortgaged Properties.
The Holders of an Appraised-Out


 






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Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from
exercising any direction, control, consent and/or similar rights of the Controlling Class, until such time, if any, as the Class
is reinstated as the Controlling Class, (such period beginning upon receipt by the Special Servicer of any request to obtain a
supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines
that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next
most senior Control Eligible Certificates, if any.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal Reduction
Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer
shall (1) within thirty (30) days of the end each 9-month period following the related Appraisal Reduction Event, and (2) upon
its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence
of such 9-month period or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which
shall be paid by the Master Servicer as a Property Protection Advance or to the extent it would be a Nonrecoverable Advance, an
expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or
performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver
a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the
occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan) the Directing
Holder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)
and (for Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Whole Loans) receipt of information reasonably requested
by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master
Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine,
as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence of any Consultation Termination Event and (ii) other than with respect to any applicable Excluded Loan) the Directing
Holder, the amount and calculation or recalculation of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction
Amount Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with
such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special
Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such
report shall also be forwarded by the Master Servicer, to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been
sold, or to the holder of any related Serviced Companion Loan by the Master Servicer. If the Special Servicer is


 






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required to redetermine
the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount
with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation
Termination Event and other than with respect to any applicable Excluded Loan, the Special Servicer shall consult with the Directing
Holder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding
the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct
an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation
(in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the nine-month
period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior
Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related
Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related
Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver electronically to the Special Servicer any information in its possession that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4)
Business Days following the Special Servicer’s reasonable request therefor; provided, the Special Servicer’s failure
to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information
to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable,
previously subject to an Appraisal Reduction Amount, has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, such Mortgage Loan or Serviced Whole Loan will
no longer be subject to an Appraisal Reduction Amount and the related Appraisal Reduction Event shall cease to exist. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.


 


(e)       Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified
in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance is notionally
reduced to zero by such Appraisal Reduction Amounts) and second, pro rata to the related AB Mortgage Loan and any related
Pari Passu Companion Loan. Any


 






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Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in
accordance with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement, then, pro
rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon
their respective Stated Principal Balances.


 


Section 4.06 Reserved.


 


Section 4.07 Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties
or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor
or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each, an “Inquiry”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
Person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable
period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below,
shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage
Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible
for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within
a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and
the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the
Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope
of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement,
(iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any
Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to


 






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answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination.
In addition, no party shall post or otherwise disclose any direct communications with the Directing Holder or the Risk Retention
Consultation Party (in its capacity as Risk Retention Consultation Party) as part of its response to any Inquiries. The Certificate
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice
by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement:
“Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator
and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in
the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in
significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi)
answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”
Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers
from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective
Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility
or liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to Persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and e-mail address,
as well as certain optional fields such as address, phone, and Class(es)


 






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of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate Person (in the case of the Master Servicer to the
following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as the case
may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by e-mail to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to a Rating Agency Inquiry
may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i)
answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage
Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or the Special Servicer, as applicable, under this Agreement, it shall not be required to answer
such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by e-mail of such determination. The 17g-5
Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating
Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other
such Person to so answer.


 






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Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted
via the 17g-5 Information Provider’s Website.


 


Section 4.08 Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt
of each Mortgage Loan Seller’s Diligence File Certification and within one hundred twenty (120) days following the Closing
Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly
upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall
be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit QQ hereto (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data


 






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Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust or the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related
to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall
not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no
event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section 5.01 The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-17, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates (other than the Class
X-B Certificates) will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess of $1,000,000. The Class X-B Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $500,000 and in integral multiples of $1.00 in excess of $500,000. The
Offered Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than the Class X-D and the Class R Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If
the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of
$1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial
Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount.
The Class R Certificates shall be issued,


 






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maintained and transferred in minimum Percentage Interests of 10% of such Class R Certificates and in integral multiples of 1%
in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02 Form
and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer is made pursuant to
an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a Transfer is to be
made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)       Each
Class of the Non-Registered Certificates (other than the Certificates and the Retained Certificates) sold to institutions that
are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be
represented by a temporary Book-Entry Certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby
with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of
the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream.
Prior to the expiration of the Restricted Period, beneficial interests in each Temporary Regulation S Book-Entry Certificate may
be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary
Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the
applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the
Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Book-Entry Certificate shall not be made to the Holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the


 






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Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with Transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates (other than the Class R Certificates and the Retained Certificates) offered and sold
to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall
be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered
in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


 


(c)       Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers and the Retained Certificates (until the expiration of the Transfer Restriction
Period) (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in
the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by
the Certificate Registrar who shall deliver the Certificates for such Non-Book Entry Certificates to the respective beneficial
owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form of Definitive Certificates.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry Certificate), and 


 






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thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03 Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and
accepting Certificates for exchange and registration of Transfer and (ii) transmitting to the Depositor, the Master Servicer and
the Special 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 Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a Holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such Holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream


 






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account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the Holder of such beneficial interest stating that the Transfer of such interest
has been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a Holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such Holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the Holder of such beneficial
interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions applicable to
the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or Transfer the


 






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beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a Holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such Holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a Transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a Transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the Holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such Transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to


 






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which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the Holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such Holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)       Non-Book
Entry Certificate to Book-Entry Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the
same Class, or to Transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such Transferor


 






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and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), no Non-Book Entry Certificate shall be issued to a Transferee of an interest in any Rule 144A Book-Entry Certificate,
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a Transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)       Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to Transfers
made pursuant to the provisions of subsection (e) above.


 


(k)       If
Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(l)       All
Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)      With
respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer to
the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
a representation letter from the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or Transferee is not and will not be (A) an employee benefit plan subject
to the fiduciary


 






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responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”) which is,
to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person
acting on behalf of or using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company will be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a
Plan subject to Similar Law, where the acquisition, holding and disposition of such Certificate will not constitute or result in
a non-exempt violation of Similar Law). The Trustee and Certificate Administrator shall not register the sale, Transfer, pledge
or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either
the representation letter described above. The costs of any of the foregoing representation letters shall not be borne by any of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the
Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted
Certificate shall be deemed to represent that it is not a Person specified in clause (A) or (B) of the first sentence
of this Section 5.03(m). Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would
constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate
the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.


 


(n)       No
Class R Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or will be a Plan, or
any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation §
2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective Transferee of a Class
R Certificate shall deliver to the Transferor and the Certificate Administrator a representation letter, substantially in the form
of Exhibit F-2, stating that the prospective Transferee is not a Plan or a person acting on behalf of or using the assets
of a Plan. Any attempted or purported Transfer in violation of these Transfer restrictions shall be null and void ab initio
and shall vest no rights in any purported Transferee and shall not relieve the Transferor of any obligations with respect to the
applicable Certificates.


 


(o)       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


 






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Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)        No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee
to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee
(A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder
of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the
proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
Transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax Person,
(5) the proposed Transferee will not Transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed Transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
Transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y) other than in
connection with the initial issuance of a Class R Certificate, require a statement from the proposed Transferor substantially in
the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed Transferor has no actual
knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
Transferee’s statements therein are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed
Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed Transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the Transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the Transferor


 






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of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the Transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(p)       The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


[Reserved].


 


(q)       Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)       [Reserved].


 


(s)       [Reserved].


 


(t)       Each
purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA Plan”) or is
acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none of the
Depositor, the issuing entity, the Sponsors, the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of their respective
affiliated entities, has provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary making
the investment decision for the ERISA Plan has relied in connection with the decision to acquire Certificates, and they are not
otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan
in connection with the ERISA Plan’s acquisition of Certificates (except where an exemption is available (all of the conditions
of which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise prohibited) and
(ii) the fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in evaluating the
investment in the Certificates.


 






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Section 5.04 Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05 Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such beneficial owner (or prospective Transferee).


 


Section 5.06 Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain
in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days
after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access
during normal business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to
time upon request therefor.


 


(b)       (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to


 






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which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)            In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the Holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the Holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section 5.07 Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479 as
its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08 Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association, is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, a successor certificate
administrator will be appointed pursuant to Section 8.07, which successor may be the Trustee or an Affiliate thereof to
fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in
Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order,


 






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Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)       The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)       The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)       The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09 Voting
Procedures for Certificates. (a) With respect to any matters submitted to Certificateholders for a vote, the Certificate
Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered
Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the
following procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(b)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(c)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes of Certificates
with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote


 






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deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,
votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without
taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject
to and shall be bound by all votes of Holders of Certificates initiated or conducted prior to its acquisition of such Certificate.


 


(d)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.09(b) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(e)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(f)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, The Special Servicer, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
HOLDER and the risk retention consultation partY


 


Section 6.01 Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer. (a)
The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced


 






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Companion Noteholder, the Depositor, the Certificate Administrator, the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets or (C) violate any
law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of
either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or its financial condition;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)        The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


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


 






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(vii)      The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)      The
Special Servicer, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Special Servicer is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Florida, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the 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, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and


 






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(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(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 will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the 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;


 


(vi)       No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which
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 the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)      The
Special Servicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)     No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)      The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Special Servicer and the Asset Representations Reviewer, 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 each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents,


 






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(B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)        The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)       The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


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


 


(viii)     No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained


 






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would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder;


 


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


 


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


 


(d)       The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)        The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local


 






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governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)       No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)      The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(viii)     No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)        The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)       The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder or any Companion Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement or the Certificateholders, the party discovering such breach shall give prompt written notice to
the other parties hereto, each certifying Certificateholder and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Holder.


 


Section 6.02 Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer. The
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by, and no implied
duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer herein.


 






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Section 6.03 Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer each will keep in full effect its existence, rights and franchises as an entity
under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to
do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective
duties under this Agreement.


 


(b)       The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency
Confirmation is received from each Companion Loan Rating Agency; provided, further, that if the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under
applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a Companion Loan Rating Agency Confirmation;
provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the
trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in
such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as
the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under any


 






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other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an
additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall
have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing,
no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor,
as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party,
or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent
(i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor
consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days
following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case
may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer
or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination,
in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of
such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and
if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 13.01.


 


Section 6.04 Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations
or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified


 






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and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with any legal or administrative action (whether in equity or at law) or claim relating to
this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the
Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a
final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian)
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, Appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and
complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such advice or Opinion of Counsel.


 


(b)       None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Co-Lender
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole


 






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Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)       Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the indemnifying party in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the indemnifying party of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein by the indemnifying party. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)       Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer, the Sponsors (but only in the case of the Certificate Administrator and with respect to Article V) and the Trust
and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and


 






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expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator,
respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably
satisfactory to the Depositor, such Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s
defense of such claim is materially prejudiced thereby.


 


(e)       The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)       The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures,


 






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reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)       Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)       The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses
in connection therewith, including


 






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counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)       The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust, shall
be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced
Co-Lender Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced
Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced
Asset Representations Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under
the applicable Non-Serviced Pooling Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify
such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced
Pooling Agreement).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to this Agreement is
required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended
to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.


 


Section 6.05 Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master
Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except
upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case
of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor
master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of a Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency. Any such determination permitting the resignation of the Master Servicer or the Special
Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party)
to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Controlling Class
Representative. No such resignation by the Master Servicer or the Special Servicer shall become effective until the


 






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Trustee or
a successor master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or the
Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation
by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any
related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or
the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall
have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the
Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination
Event) such successor special servicer is approved by the Directing Holder, such approval not to be unreasonably withheld. The
resigning party shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05; provided, however, that rights in
respect of indemnification, entitlement to be paid any outstanding servicing or special servicing compensation and entitlement
to reimbursement of amounts due, including Advances and interest thereon, will survive such resignation under this Agreement.
Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to
appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated
or removed pursuant to Section 7.01.


 


Section 6.06 Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise
the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however, that the
Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure
to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master
Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07 The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have
if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08 The
Directing Holder and the Risk Retention Consultation Party. (a) For so long as no Control Termination Event has occurred
and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced
Mortgage Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), (2) the Special Servicer with respect to Non-Specially
Serviced Mortgage Loans (other than any Excluded Loan or any Servicing Shift Mortgage Loan) as to all Special Servicer Major


 






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Decisions,
and (3) the Master Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan or any Servicing
Shift Mortgage Loan) as to all Master Servicer Major Decisions. Notwithstanding, anything herein to the contrary, except as set
forth in, and in any event subject to the second and third paragraphs of this Section 6.08, with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan or any applicable Excluded Loan) or any Serviced
Whole Loan, for so long as no Control Termination Event has occurred and is continuing, neither the Master Servicer or the Special
Servicer shall be permitted to take any of the following actions (each a “Major Decision”) as to which the
Directing Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (xiii)
of the definition of “Major Decision” below) after receipt of the related Major Decision Reporting Package (provided
that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within
such ten (10) Business Day (or thirty (30) day) period, then the Directing Holder will be deemed to have approved such action):


 


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


 


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


 


(iii)       any
sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other than in connection
with the termination of the Trust) for less than the applicable Purchase Price;


 


(iv)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property or any approval of a Mortgagor’s determination to bring a Mortgaged Property into compliance with
applicable environmental laws or to otherwise address Hazardous Material located at a Mortgaged Property, to the extent the lender
is required to consent to, or approve, any such determination by the Mortgagor under the related Mortgage Loan documents;


 


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


 






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(vi)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Whole
Loan, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests
in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be
effected without the consent of the lender under the related loan agreement and for which there is no change of control and no
lender discretion or related to an immaterial easement, right of way or similar agreement;


 


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


 


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


 


(ix)        following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including acceleration
of the Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under
the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


 


(x)         the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor;


 


(xi)        any
property management company changes or franchise changes, and (b) any amendments, modifications, waivers, or other similar actions
with respect to any property management agreement or franchise agreement, as applicable (in each case of clause (a) and
(b), to the extent the lender is required to consent or approve under the Mortgage Loan documents);


 


(xii)       any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender,
holder of a Pari Passu Companion Loan or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action
to enforce rights (or decision not to enforce rights) with respect thereto, in each case, in a manner that materially and adversely
affects the Holders of the Control Eligible Certificates;


 


(xiii)      any
determination of an Acceptable Insurance Default;


 


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


 






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(xv)      any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the
extent the lender has discretion under the related Mortgage Loan documents;


 


(xvi)     approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to entities
actually known by the Master Servicer to be affiliates of the related borrower (excluding affiliated managers paid at fee rates
agreed to at the origination of the related Mortgage Loan or Serviced Whole Loan);


 


(xvii)    any
consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent
the lender’s approval is required under the related Mortgage Loan documents;


 


(xviii)   determining
whether to cure any default by a borrower under a ground lease or permit any ground lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new ground lease;


 


(xix)      other
than in the case of a Non-Specially Serviced Mortgage Loan, consent to actions and releases related to condemnation of parcels
of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect
of the related Mortgage Loan or any related Companion Loan when due, in each case, to the extent the lender has discretion under
the related Mortgage Loan documents; and


 


(xx)       approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements
which in no event relieve any borrower of the obligation to provide financial statements on at least a quarterly basis) following
three consecutive late deliveries of financial statements;


 


provided 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 the foregoing matters, or any other matter requiring
consent of the Directing Holder prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any
matter requiring consultation with the Directing Holder, the Risk Retention Consultation Party or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the Special Servicer or Master Servicer, as applicable may take any such action without
waiting for the Directing Holder’s response (or without waiting to consult with the Directing Holder, the Risk Retention
Consultation Party or the Operating Advisor, as the case may be), provided that the Special Servicer or Master Servicer,
as applicable provides the Directing Holder (or the Operating Advisor, if applicable) with prompt written notice following such
action including a reasonably detailed explanation of the basis therefor. Similarly, with respect to


 






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a Serviced AB Whole Loan,
following the occurrence of an extraordinary event with respect to any related Mortgaged Property, or if a failure to take any
such action at such time would be inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer, as applicable,
may take actions with respect to such Mortgaged Property before obtaining the consent of the Directing Holder if the Master Servicer
or the Special Servicer, as applicable, reasonably determines in accordance with the Servicing Standard that failure to take such
actions prior to such consent would materially and adversely affect the interest of the Certificateholders and the holders of any
related Serviced Companion Loan, as a collective whole (taking into account the subordinate nature of each Serviced Subordinate
Companion Loan), and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing
Holder. Neither the Master Servicer nor the Special Servicer is required to obtain the consent of the Controlling Class Representative
for any of the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided,
however, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole
Loan, if a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred,
neither the Master Servicer nor the Special Servicer will be required to obtain the consent of the Directing Holder with respect
to any of the Major Decisions or Asset Status Reports, but shall consult with the Directing Holder in connection with any Major
Decision that it is processing or, in the case of the Special Servicer, any Asset Status Report (or any other matter for which
the consent of the Directing Holder would have been required or for which the Directing Holder would have the right to direct the
Master Servicer or the Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative
actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report (or such other matter). Such
consultation will not be binding on the Master Servicer or the Special Servicer. In the event the Master Servicer or the Special
Servicer, as applicable, receives no response from the Directing Holder within ten (10) days following the Master Servicer’s
or the Special Servicer’s written request for input (which request is required to include the related Major Decision Reporting
Package) on any required consultation, the Master Servicer or the Special Servicer, as applicable, will not be obligated to consult
with the Directing Holder on the specific matter; provided, however, that the failure of the Directing Holder to
respond shall not relieve the Master Servicer or the Special Servicer, as applicable, from consulting with the Directing Holder
on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Holder shall, pursuant to
the related Co-Lender Agreement, exercise any consent and consultation rights, and rights to provide direction to the Master Servicer
or Special Servicer, of the “Directing Holder” with respect to such Mortgage Loan as provided for in this Agreement
until the related Servicing Shift Securitization Date.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion of
the second preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes a Major Decision
with respect to any Specially Serviced Mortgage Loan, (b) the Special Servicer shall process all requests for any matter that constitutes
a Special Servicer Major Decision with respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage
Loan) unless the


 






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Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request in accordance
with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s
consent, (c) the Master Servicer shall process all requests for any matter that constitutes a Master Servicer Major Decision
with respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) and (d) the Master Servicer
shall process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any Non-Specially
Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan) if the Master Servicer and the Special Servicer have mutually
agreed to have the Master Servicer process such request in accordance with the terms and conditions reasonably agreed to by
the Master Servicer and Special Servicer, including the Special Servicer’s consent. Upon receiving a request for any
matter that constitutes a Special Servicer Major Decision, the Master Servicer shall forward such request to the Special Servicer
and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request
in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the
Special Servicer’s consent, the Special Servicer shall process such request and the Master Servicer will have no further
obligation with respect to such request or the related Special Servicer Major Decision.


 


With respect to any Mortgagor
request or other action on Non-Specially Serviced Mortgage Loans that is not a Special Servicer Non-Major Decision or a Major Decision,
the Master Servicer shall not be required to obtain the consent of or consult with the Special Servicer, any Directing Holder or
the Operating Advisor.


 


In addition, with respect
to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event has occurred and is continuing,
the Directing Holder (subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect
to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement) may direct the Special Servicer to
take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem advisable
or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such
direction or objection contemplated by this Section 6.08 may require or cause the Master Servicer or Special Servicer to
violate any provision of any Mortgage Loan or related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law,
this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the
related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in
accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of
the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the
Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or any advice from the
Directing Holder, the Operating Advisor or the Risk Retention Consultation Party would cause the Special Servicer or


 






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Master
Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation,
the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice
and notify the Directing Holder, the Operating Advisor, the Risk Retention Consultation Party, the Trustee and the Rating Agencies
of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Holder,
the Operating Advisor or the Risk Retention Consultation Party that does not violate the terms of any Mortgage Loan, applicable
law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master
Servicer or the Special Servicer.


 


The Directing Holder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Holder shall not be protected against any liability
to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence
in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations
or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Directing Holder may take actions that favor the interests of one or more Classes of the Certificates including
the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Holder may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Holder may act solely
in the interests of the Controlling Class Certificateholders, including the Holders of the Controlling Class, that the Directing
Holder does not have any duties or liability to the Certificateholders other than the Controlling Class, that the Directing Holder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Controlling Class Certificateholders,
and that the Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Holder or any director, officer, employee, agent or principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to the VRR Retaining Party that would otherwise be imposed by reason of willful misconduct, bad
faith or gross negligence in the performance of duties owed to the VRR Retaining Party or by reason of reckless disregard of obligations
or duties owed to the VRR Retaining Party. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that
the Risk Retention Consultation Party may take actions that favor the interests of the VRR Retaining Party over the Certificates,
and that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of the Certificates,
that the Risk Retention Consultation Party may act solely in the interests of the VRR Retaining Party, that the Risk Retention
Consultation Party does not have any duties or liability to the Certificateholders, that the Risk Retention Consultation Party
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the VRR Retaining Party,
and that the Risk Retention Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Risk


 






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Retention
Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced Pooling Agreement including the Holders of the controlling class under such Non-Serviced Pooling Agreement
over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, that such Non-Serviced Whole Loan Controlling
Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the
controlling class under the related Non-Serviced Pooling Agreement, and that the Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or
any director, officer, employee, agent or principal thereof for having so acted.


 


(b)       Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any applicable Excluded Loan), the Directing Holder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder shall remain entitled to receive any
notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer
and any other applicable party shall consult with the Directing Holder (other than with respect to any applicable Excluded Loan)
in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event and at any time with respect to any applicable Excluded Loan, the Directing Holder shall have
no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Special Servicer shall provide each Major Decision Reporting Package
to the Operating Advisor promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval
of such Major Decision Reporting Package; provided, however, that with respect to any Non-Specially Serviced Mortgage Loan
no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer shall use reasonable efforts not
to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation
Event. After the occurrence and during the continuance of an


 






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Operating
Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Master Servicer or the Special Servicer
that is processing the related Major Decision shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously
with the Master Servicer’s or the Special Servicer’s written request, as applicable, for the Operating Advisor’s
input regarding the related Major Decision (which written request and Major Decision Reporting Package may be delivered in one
notice), as set forth under Section 6.08. With respect to any particular Major Decision and/or related Major Decision Reporting
Package or any Asset Status Report required to be delivered by the Master Servicer or the Special Servicer to the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, shall make available to the Operating Advisor a Servicing Officer
with the relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status Report in order to address
reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status
Report.


 


In addition, if an Operating
Advisor Consultation Event has occurred and is continuing, the Master Servicer or the Special Servicer shall consult with the Operating
Advisor in connection with any proposed Major Decision that it is processing (and any other actions which otherwise require consultation
with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the Master Servicer or the Special Servicer receives no response
from the Operating Advisor within ten (10) days following the later of (i) its written request for input (which request is required
to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor that is in possession of the Master Servicer or the Special Servicer,
as applicable, related to the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable,
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the Special Servicer,
as applicable, from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan
related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and
is continuing), the Master Servicer, the Special Servicer or the related Excluded Special Servicer, as applicable, shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


In connection with the
Controlling Class Representative or Operating Advisor’s right to consent or consult with respect to a Major Decision, as
applicable, if the Master Servicer or the Special Servicer determines that action is necessary to protect the Mortgaged Property
or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer may take actions with
respect to the Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Controlling Class
Representative to respond as described in this section, if the Master Servicer or the Special


 






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Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such
period would materially adversely affect the interest of the Certificateholders, and the Master Servicer or the Special Servicer
has made a reasonable effort to contact the Operating Advisor or the Controlling Class Representative, as applicable.


 


In addition, (i) for
so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Mortgage Loan (other than any
Non-Serviced Mortgage Loan or any applicable Excluded Loan), and (ii) during the continuance of a Consultation Termination Event,
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), the Master Servicer
or the Special Servicer will also be required to consult with the Risk Retention Consultation Party in connection with any Major
Decision that it is processing (and such other matters that are subject to consultation rights of the Risk Retention Consultation
Party pursuant to this Agreement) and to consider alternative actions recommended by the Risk Retention Consultation Party in respect
of such Major Decision; provided that such consultation is on a non-binding basis. In the event the Master Servicer or the
Special Servicer, as applicable, receives no response from the Risk Retention Consultation Party within 10 days following the later
of (i) the Master Servicer’s or the Special Servicer’s written request for input (which request is required to include
the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Risk Retention Consultation Party related to the subject matter of such consultation, the Master Servicer
or the Special Servicer, as applicable, will not be obligated to consult with the Risk Retention Consultation Party on the specific
matter; provided, however, that the failure of the Risk Retention Consultation Party to respond shall not relieve
the Master Servicer or the Special Servicer, as applicable, using reasonable efforts to consult with the Risk Retention Consultation
Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However,
the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other
Certificateholder.


 


Section 6.09 Rating
Agency Surveillance Fees.  The Depositor has paid or shall pay (or cause to be paid) the upfront and annual surveillance fees
of each Rating Agency relating to this securitization transaction and the Mortgage Loans.


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section 7.01 Servicer
Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination Event,”
wherever used herein, means any one of the following events:


 






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(i)        (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, to
the Companion Paying Agent for deposit into the related Serviced Whole Loan Custodial Account or to a Companion Holder, on the
day and by the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is
not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not
remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into the applicable 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 other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)      any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A)
five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as applicable, contemplated
by Article XI (except as otherwise provided under clause (xi) of this definition of “Servicer Termination Event”),
(B) ten (10) days in the case of the Master Servicer’s failure to make a Property Protection Advance or (C) fifteen (15)
days in the case of a failure to pay the premium for any property Insurance Policy required to be maintained) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) 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 Certificateholders evidencing not less than 25% of the Voting
Rights or, solely with respect to a Serviced Whole Loan if affected by such failure, by the holder of the related Serviced Pari
Passu Companion Loan; provided, however, if such failure is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)       any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of thirty
(30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master
Servicer or 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 Certificateholders evidencing
not less than 25% of the Voting Rights or, as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by such
breach, by the


 






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related
Serviced Companion Noteholder; provided, however, that 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 thirty
(30) days; or


 


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


 


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


 


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


 


(viii)    the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days; or


 


(ix)       the
Master Servicer or the Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by
Fitch and such Master Servicer or the Special Servicer is not reinstated to at least that rating within sixty (60) days of the
delisting; or


 


(x)        KBRA
(i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates in the issuing entity,
or (ii) has placed one or more classes of certificates issued by the issuing entity on “watch status” in contemplation
of a ratings downgrade or withdrawal (and, in the case of clauses (i) or (ii), such action has not been withdrawn by KBRA within
60 days of such event) and, in the case of either of clauses (i) or (ii), publicly citing servicing concerns with the Master Servicer
or the applicable Special Servicer, as applicable, as the sole or a material factor in such rating action;


 


(xi)       a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Serviced
Companion Loan Securities, or (B) placed one or more classes of Serviced Companion Loan Securities on


 






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“watch
status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B),
citing servicing concerns with the 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 Companion Loan Rating Agency within sixty (60) days of such event); or


 


(xii)      any
failure by the Master Servicer or the Special Servicer to deliver (a) any Exchange Act reporting items required to be delivered
by the Master Servicer or the Special Servicer to the Trustee or the Certificate Administrator under this Agreement (other than
items to be delivered by a Sub-Servicer retained by a Mortgage Loan Seller) by the time required under this Agreement after any
applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, Sub-Servicer or Servicing Function Participant
retained by the Master Servicer is required to deliver (any such primary servicer, Sub-Servicer or Servicing Function Participant
will be terminated if it defaults in accordance with the provision of this clause (xii)) which failure (other than in the
case of Form 8-K reporting requirements) is not remedied within three (3) Business Days.


 


(b)       If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of (A)((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to
any applicable Excluded Loan) the Directing Holder (solely with respect to the Special Servicer), or (B) the Certificateholders
evidencing at least 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate
each of the Master Servicer or the Special Servicer as applicable, upon five (5) Business Days’ written notice if there is
a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such
notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and
obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as
a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer
and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in
any event no later than twenty (20) Business Days subsequent to its receipt of


 






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the
notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s
or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject
to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business
Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by the
Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the
applicable REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property
(provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this
Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect
of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors,
managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section
3.11 and Section 6.04 notwithstanding any such termination).


 


Notwithstanding
the foregoing, with respect to a Serviced AB Whole Loan, if any Servicer Termination Event has occurred (A) with respect to the
Master Servicer that affects the holder of the Serviced Subordinate Companion Loan, and the Master Servicer is not otherwise terminated
under this Agreement, then the holder of the Serviced Subordinate Companion Loan or its designees (if the holder of the Serviced
Subordinate Companion Loan is the related Serviced AB Whole Loan Directing Holder) shall be entitled to direct the Trustee to appoint
a Sub-Servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the
current Sub-Servicer, but only if such original Sub-Servicer is in default under the related Sub-Servicing Agreement); and (B)
the appointment (or replacement) of a Sub-Servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with
any securitization.


 


(c)       If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), (ix) or (xi), the Master Servicer shall have a forty-five (45) day period after such
notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this
Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the
event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the
Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the


 






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related
Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer
with respect to the related Serviced Pari Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with
respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such
Serviced Pari Passu Companion Loan) the Person (or Affiliate thereof) that was terminated at the direction of the holder of the
related Serviced Pari Passu Companion Loan. Any the Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance
with this paragraph shall be subject to the receipt of Rating Agency Confirmation and, with respect to a Serviced Whole Loan,
Companion Loan Rating Agency Confirmations from each Companion Loan Rating Agency.


 


(d)       Subject
to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement
Special Servicer and the right of the Certificateholders to approve the replacement of the Special Servicer with such Qualified
Replacement Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related AB Subordinate
Companion Loan pursuant to the related Co-Lender Agreement at any time prior to the occurrence and continuance of a Control Termination
Event and other than with respect to any applicable Excluded Loan, the Directing Holder shall be entitled to terminate the rights
(subject to Section 3.11 and Section 6.04) 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,
the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting
the requirements of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten (10)
Business Days’ notice set forth in this Section 7.01(d) shall not apply, and any applicable notice period set forth
in the related Co-Lender Agreement shall apply to the related Loan-Specific Directing Holder’s right to terminate the Special
Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant
to the terms of the related Co-Lender Agreement. Upon a termination of the Special Servicer, the Directing Holder (other than with
respect to any applicable Excluded Loan) shall appoint a successor special servicer; provided, however, that (i)
such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation
and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency delivers Companion Loan Rating Agency Confirmation
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in


 






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connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained
at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct
the solicitation of votes of all Certificateholders in such regard, which requisite affirmative votes shall be received within
one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders of Principal Balance Certificates
evidencing at least 75% of a Quorum of Voting Rights or Holders of Principal Balance Certificates evidencing more than 50% of
the aggregate Voting Rights of each Class of Non-Reduced Interests on an aggregate basis, the Trustee shall terminate all of the
rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which must be
a Qualified Replacement Special Servicer) designated by such Holders.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholders’ direction to replace the Special Servicer will not apply to any Serviced
AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the
Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and after
the date it becomes the Special Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement reasonably satisfactory
to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory
to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as the Special Servicer is
in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any AB Whole
Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in
accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Co-Lender Agreement, if
a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling Agreement remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Controlling
Class Representative) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special
Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with
respect to a


 






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Non-Serviced
Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special
servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the related
Non-Serviced Pooling Agreement, by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that
any successor special servicer appointed to replace the Non-Serviced Special Servicer cannot at any time be the Person (or an
Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written
consent of the Controlling Class Representative.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders as a collective whole, then the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of
Exhibit W attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or
to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement;
provided, further, that in no event shall the information or any other content included in such written report contravene any provision
of this Agreement) detailing the reasons supporting its position (provided that the Operating Advisor will not be permitted
to recommend the replacement of the Special Servicer for any Whole Loan so long as the holder of the related Companion Loan is
the Directing Holder under the related Co-Lender Agreement) (along with relevant information justifying its recommendation) and
recommending a suggested replacement special servicer (which shall be a Qualified Replacement Special Servicer). In such event,
the Certificate Administrator shall promptly notify each Certificateholder of the recommendation and post such notice and report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation
of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing
at least a majority of a Quorum (which, this purpose is the Holders that (i) evidence at least 20% of the Voting Rights (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all
Principal Balance Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders, the Certificate
Owners that are not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating
Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended
by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee (upon receipt of written confirmation
from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer and
(ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out of pocket costs
and expenses associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be a Trust Fund expense. In the event that the Certificate Administrator
does not receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence within
one hundred eighty (180) days of after the notice is posted to the Certificate Administrator’s Website, then the Trustee
shall have no obligation to remove the Special Servicer. Prior to the appointment of any


 






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replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement and to act as the Special Servicer’s successor hereunder. In the event the Special Servicer is terminated
pursuant to this Section 7.01(d), the Directing Holder may not subsequently reappoint such terminated Special Servicer
or any Risk Retention Affiliate thereof. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder,
is not subject to an AB Control Appraisal Period under the related Co-Lender Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Controlling Class Representative without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote (regarding removal of the Special
Servicer).


 


(e)       The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii), (ix) or
(xi) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall
not be construed to limit the effect of Section 7.01(a)(viii), (ix) or (xi).


 


(f)       Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of Serviced Companion Loan Securities, and if the Master
Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a
Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of Serviced Companion Loan
Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction
of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a Sub-Servicer that will
be responsible for servicing the related Serviced Whole Loan.


 


(g)       Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special Servicer, as successor to
the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement, unless such Excluded


 






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Special
Servicer Loan is also an applicable Excluded Loan. After the occurrence and during the continuance of a Control Termination Event
or if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded Loan, the resigning Special Servicer
shall use reasonable efforts to select the related Excluded Special Servicer. The Special Servicer shall not have any liability
with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable
Excluded Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and the
equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded
Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor
and the Certificate Administrator and any applicable Other Depositor or applicable Other Certificate Administrator, the information,
if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall
become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and
after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
for so long as a Control Termination Event is not continuing, the related Excluded Special Servicer will not be required to resign
if the Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable
Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an applicable Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall
provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02 Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer as the case may be, either
resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause
pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within


 






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the
time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the
Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or the Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or the Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any
failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor Master Servicer or the Special Servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder
solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section
3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees
relating to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant
to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled
to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to
act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or
the Special Servicer as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each
Rating Agency, or if, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder or the Holders,
as applicable, evidencing at least 25% of the Voting Rights, so direct in writing to the Trustee, promptly appoint, or petition
a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set
forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the 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. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective
until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon


 






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receipt of Rating Agency Confirmation from each Rating Agency
and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmations from each Companion Loan Rating
Agency, (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination Event) by
the Directing Holder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any
related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the
Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection
with such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party)
and such successor shall take applicable action, consistent with this Agreement, as shall be necessary to effectuate any such
succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination
without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such
predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor Master Servicer or Special Servicer for such expenses within ninety (90) days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer
shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or
Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation
to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such
costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided
that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if
the Trustee is terminating the Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any
party or parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this
Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03 Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)       Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the


 






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Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04 Waiver
of Servicer Termination Events. A Servicer Termination Event may be waived by Certificateholders evidencing not less than
66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of the Special
Servicer with respect to a Serviced Whole Loan only, by the related Serviced Companion Noteholder). Notwithstanding the foregoing,
(1) a Servicer Termination Event under clause (i) and clause (ii) of Section 7.01(a) may be waived only with
the consent of all of the Certificateholders of the affected Classes and any Serviced Companion Noteholder affected by such Servicer
Termination Event, and (2) a Servicer Termination Event under clause (iii) or clause (xii) of Section 7.01(a)
related to Exchange Act reporting may be waived only with the consent of the Depositor and any Serviced Companion Noteholder
affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event
shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior
to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any
right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, any Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


Section 7.05 Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such
failure by the Master Servicer with respect to Property Protection Advances resulting in a Servicer Termination Event under Section
7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to
such Property Protection Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I
Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure
has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s
rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement
and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I
Advance or Property Protection Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued
and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to


 






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reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01 Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)       The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform
to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)       No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)        Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Certificateholders evidencing not less than 25% of the Voting
Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement, relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or
exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher
percentage of Voting Rights is required for such action).


 


(d)       The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section 8.02 Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)        The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, direction of the Depositor, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)       The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement, the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties


 






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hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or reasonable indemnity satisfactory to it against such risk or liability is not reasonably assured to it; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been
cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)      Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)       Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Certificateholders entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)      The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)     For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon
the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach that is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)    Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or the Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or of the Depositor;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)        In
no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not
limited to force majeure or acts of God;


 


(xi)       Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers; provided, however, the knowledge of employees performing special servicing functions shall not be imputed
to employees performing master servicing functions, and the knowledge of employees performing master servicing functions shall
not be imputed to employees performing special servicing functions;


 


(xii)      Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)     Nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03 Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in 


 






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Sections
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
or the Sponsors of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in
or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special
Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not
be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04 Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee or the Certificate Administrator.


 


Section 8.05 Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation
for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator/Trustee
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator/Trustee
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage
Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay
to the Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee
Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee
Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve
30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee
of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder,
except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee shall constitute
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compensation
for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically provided
for herein. No Trustee Fee or Certificate Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any
of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of
the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent
disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified
in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions
of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or
the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to
the Certificate Administrator in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)       The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, the Mortgage Loan Sellers or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 






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Section 8.06 Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust
company, organized and doing business under the laws of any state or the United States of America, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus
of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee,
shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting
as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02),
(ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured
debt is rated at least “A-” by S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA;
provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as
long as (a) it maintains a long-term unsecured debt rating of no less than “A-” by S&P and “A-” by
Fitch, (b) its short-term debt obligations have a short-term rating of not less than “A-2” by S&P and “F1”
by Fitch (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (c) the Master Servicer
maintains a rating of at least “A” by S&P and “A” by Fitch and (iv) an entity that is not a Prohibited
Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs
from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07 Resignation
and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving thirty (30) days’ prior written notice thereof to the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, the Operating
Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or certificate
administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate
Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the


 






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Depositor.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within one hundred
and twenty (120) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition
any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and
any expenses associated with such petition shall be an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator reasonably acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered
to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of
the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the
Special Servicer and the Certificateholders by the Depositor.


 


(c)       The
Certificateholders entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days written notice, with or
without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by
written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee, Custodian or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of
appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related


 






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Companion
Loan. Except as provided in Section 8.07(a) to the contrary, the Trustee, Custodian or Certificate Administrator shall
be required to bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each
Rating Agency in connection with any removal for cause or resignation of such Trustee, Custodian or Certificate Administrator.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)       Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of GS Mortgage Securities
Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 or in blank, and (ii) in the case of the other
assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the
outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or
the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure
that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered Holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement;
(c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt
of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the
Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan document is assigned
to such


 






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successor
Trustee; and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements
and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same
in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08 Successor
Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor
Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become
the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee
to perform its obligations hereunder.


 


(b)       No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)       Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09 Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any


 






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further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10 Appointment
of Co-Trustee or Separate Trustee.       (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a
Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of a co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 






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(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section 8.11 Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12 Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate Administrator
for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)        The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or that is applicable to it or any of its assets;


 


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


 






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(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


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


 


(vii)     No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13 Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon
request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
Master Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding identity and/or
contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and the Special
Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation
to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information
regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding
any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or the Special
Servicer, as applicable.


 






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Section 8.14 Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)        The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets;


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


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


 






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(vii)     No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15 Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Laws”), each of the Trustee, the Certificate Administrator, the Special 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 Laws.


 


Article
IX



TERMINATION


 


Section 9.01 Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class
R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, of all the Mortgage
Loans and the Trust’s portion of each REO Property, remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value
of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the
Voting Rights then outstanding (other than the Controlling Class unless the


 






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Controlling
Class is the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such
Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of
the Master Servicer or Special Servicer with respect to such termination, unless the Master Servicer or Special Servicer, as applicable,
is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clause
(2) above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate
amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable
solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection
with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class
C, Class D and Class E Certificates are no longer outstanding and the Notional Amounts of the Class X-A, Class X-B and Class X-D
Certificates have been reduced to zero, the voluntary exchange by the Sole Owner of all the outstanding Certificates (other than
Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately
succeeding paragraph; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
R Certificates)), the Sole Owner shall have the right, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund provided, the Master Servicer is paid a
fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then outstanding Certificates
(other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360,
as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to all the parties
hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Owner elects to exchange
all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Owner, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and
the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to


 






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the
Lower-Tier REMIC Distribution Account on the Master Servicer Remittance Date related to such Distribution Date in which the final
distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the
Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the
Master Servicer, release or cause to be released to the Sole Owner or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Owner as shall
be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall
be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Owner shall be deemed to
have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance
Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Co-Lender Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater
than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, elect to purchase all of the
Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s
portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section
9.01 by giving written notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty
(60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class,
the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date
on which (A) the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement.
This purchase shall terminate the Trust and retire the then outstanding Certificates. In the event that the Master Servicer or
the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than
the Master Servicer Remittance Date relating to the


 






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Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the
Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in
the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments
have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer,
the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall
act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Loan-Specific Directing Holder, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the
provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such
final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(f) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b), as applicable,
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of


 






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that
portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class
of Regular Certificates so presented, (ii) any remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates
pursuant to Section 4.01(f), and (iii) any remaining amount shall be distributed to the Class R Certificates in respect
of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination of the Lower-Tier
Regular Interests and the Class LR Interest in accordance with Section 4.01(a), Section 4.01(b), Section 4.01(e),
Section 4.01(f), and Section 4.01(g), as applicable. Any funds not distributed on such Distribution Date shall be
set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(i).


 


Section 9.02 Additional
Termination Requirements.  (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, shall be terminated
in accordance with the following additional requirements, which meet the definition of a “qualified liquidation” in
Section 860F(a)(4) of the Code:


 


(i)        the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)      within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01 REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC
as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be


 






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made
on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which
the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier
REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier
REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator shall be the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust
REMIC.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, Form 8811, within thirty
(30) days after the Closing Date.


 


(f)       The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall


 






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assist
the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master
Servicer nor the Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail
to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to
fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited
to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as Qualified Mortgages
and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction”


 






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under
Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject
to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions
tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”)
is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain
an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute
such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully
reimbursed for any Realized Losses, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class
LR Interest in the manner specified in Section 4.01(d) and (y) in the case of the Upper-Tier REMIC, to the Holders of the
Principal Balance Certificates in the manner specified in Section 4.01(a) and Section 4.01(b), to the extent they
are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect
of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall
be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of
their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such
party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


 


(j)        Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than Qualified
Mortgages or “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(k)       Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Lower-Tier Principal Amount of each Class
of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of


 






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the
Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article
III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the
Collection Account or the applicable REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition
or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify
the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(m)       The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor provisions)
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of Class R Certificate,
past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


Section 10.02 Use
of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through its Corporate
Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X by virtue
of the appointment of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03 Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or cause
to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate
Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions
and projected cash flow of the Certificates.


 


(b)       The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04 Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one
or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in


 






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performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator
and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01 Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement
is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of


 






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information
or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder.
The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive
guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor in good faith for delivery
of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the GS Mortgage Securities Trust 2019-GSA1, Commercial
Mortgage Pass-Through Certificates, Series 2019-GSA1, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
as applicable, to deliver or make available to the Depositor or the Certificate Administrator (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor to permit the Depositor to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.
Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section
11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the
Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation
to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring
any legal action against such third party in connection with such obligation.


 


Section 11.02 Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer
or Sub-Servicer under this Agreement by any Person (i) into which the Master Servicer and the Special Servicer or such Sub-Servicer
may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and the Special Servicer or
to any such Sub-Servicer, the Person removing and replacing the Master Servicer and the Special Servicer shall provide to the
Depositor and the Certificate Administrator, at least fifteen (15) calendar days prior to the effective date of such succession
or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form
8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided,
however that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer, any Additional Servicer, as the case may be, shall submit such disclosure
to the Depositor no later than the first Business Day after the effective date of such succession or appointment.


 






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(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller a written description (in form and substance
satisfactory to the Depositor or such Mortgage Loan Seller, as applicable) of the role and function of each Subcontractor utilized
by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be
addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to
any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section
11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted
to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be


 






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appointed
as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate Administrator and the
17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to
Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such succession or appointment
(or if such prior notice is violative of applicable law or any applicable confidentiality agreement, no later than one (1) Business
Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator, in writing
and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably
necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


 


(f)       Any
information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other Certificate
Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03 Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system)
such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “Significant Obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor


 






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and
the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all
required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information
on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and
the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by
an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of
its duties under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance
of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09,
11.10, 11.11 and 11.15(g) of this Agreement. The Certificate Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D,
Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04 Form
10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under
the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange
Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy
of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided,
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by


 






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the
Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit LL;
(ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of applicable REO Account
balances which shall be delivered in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered
to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or by facsimile
to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan
for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer
and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the applicable
REO Account (to the extent the related information has been received from the Special Servicer within the time period specified
in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of the immediately preceding
Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve
Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor
and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver
such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com, no later
than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer
to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports
arises in connection with the securitization contemplated by this Agreement then the Certificate Administrator shall be deemed
to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the
Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the
delivery of any notice contemplated by this sentence, the Depositor may instruct the


 






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Certificate
Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which
case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall
be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or
the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt
or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio
calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV
Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Leah Nivison, Telephone: 212-902-1000. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which
such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D
relating to the reporting period in which such request was received a Special Notice regarding the request to communicate, and
such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)       After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately


 






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preceding
Business Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to
the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D and From ABS-EE, respectively, and, a duly authorized
officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D
and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D
and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate
Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the
related Form 10-D. If a Form 10-D or From ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form
10-D or Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for any Form 10-D or Form ABS-EE
can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
e-mail: leah.nivison@gs.com, with copies to: Brian Bolton, e-mail: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable,
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b)
and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules
and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed
with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator
pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL
Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file such
Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not


 






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be
required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall
not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator
shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule
AL Additional File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review
and approval. Any questions are to be directed to ssreports@wellsfargo.com (or such other email address or phone number provided
to the Certificate Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably
cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the
data or information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding
data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the
time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent
related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC®
Schedule AL File or any Schedule AL Additional File promptly.


 


Section 11.05 Form
10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal
year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2020, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth
in this Agreement:


 


(i)        an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each
Additional Servicer, as described under Section 11.09;


 


(ii)       (A)
the annual reports on assessment of compliance with Servicing Criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with Servicing Criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;


 






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(iii)      (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2020, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 






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Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com, no later
than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement then the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage
Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with
copies to: Brian Bolton, e-mail: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties
under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information
from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to
prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 






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(c)       Upon
written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall
confirm to such Mortgage Loan Seller, Master Servicer or the Special Servicer whether it has received notice that any party to
this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06 Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required
to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust is subject to the reporting requirements
of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the
Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in
which the Asset Representations Reviewer is required to deliver an Asset Review Report) and the Operating Advisor shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that
is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii)
with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer the Trustee, the
Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the
Mortgage Loans, shall cause such Servicing Function Participant to provide, to the Person who signs the Sarbanes-Oxley Certification
(the “Certifying Person”), on or before March 1st of each year commencing in March 2020, a certification in
the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each,
a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying
Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the
event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization
(an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person
acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any


 



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deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this
Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary
servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or
in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the
foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall
be obligated to do so.


 


Section 11.07 Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance
of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included
on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported by the
parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the
Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure


 



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Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return
an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282,
Attention: Leah Nivison, e-mail: leah.nivison@gs.com, with copies to: Brian Bolton, e-mail: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer shall (i) with
respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which
it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such
Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York
City time, on the 2nd Business Day after its occurrence, of any Reportable


 



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Event applicable to such party to the extent a Regulation
AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting requirements
of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08 Form
15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare
and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting
obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this
Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications
due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate
Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed.
If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports
on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09 Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party
shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, cause (or
in the case of a Sub-Servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain,
to use commercially reasonable efforts to cause) such Additional Servicer to and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to),
on or before March 1st of each year, commencing in March 2020, furnish to the Trustee, the Certificate Administrator (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the
17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case
of an Additional Servicer,


 



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in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a Sub-Servicer
that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable
efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such
statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website)
to the Directing Holder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer
under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that
a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10 Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year, commencing in March
2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special


 



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servicing of
the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment
of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian,
the Operating Advisor and the Certificate Administrator, each at its own expense, shall furnish (and each such party shall (i)
with respect to each Initial Sub-Servicer engaged by such Master Servicer, Trustee, Operating Advisor, Custodian or Certificate
Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant
to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator,
the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially
in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects
with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to
it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that
a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 



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Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) shall 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
Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event,
Operating Advisor Consultation Event or Consultation Termination Event occurred during the previous calendar


 



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year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such
request.


 


Section 11.11 Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March 2020,
the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant
use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee (who will promptly post such report on the Certificate Administrator’s Website
pursuant to Section 3.13(b)), the Certificate Administrator, the Depositor, the 17g-5 Information Provider and, prior to
the occurrence of a Consultation Termination Event, the Directing Holder, and, promptly, but not earlier than the second Business
Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it
has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to
the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans, as the case may be, in the fulfillment of any of


 



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the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12 Indemnification. Each
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations
Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party and each Other Depositor (and such
Other Depositor’s officers, directors and Affiliates) from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party or Other
Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable, arising out of (i) an actual breach
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer
or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Asset Representations Reviewer or the Certificate Administrator in the performance of such obligations, or (iii) delivery
of any Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such party to, in each case, indemnify and hold harmless each Certification Party and each Other Depositor (and such Other
Depositor’s officers, directors and Affiliates) from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party
or Other Depositor (or such Other Depositor’s officers, directors and Affiliates), as applicable, arising out of (a) a breach
of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the Servicing Criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c) or Section 11.02(d) delivery of any Deficient
Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and


 



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the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor) as necessary for the Depositor
(and each Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant, the
Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding
such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney
or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in a report
filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing
of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission or
its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate
with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master
Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all correspondence
with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with any Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting
Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party shall cooperate
and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor (including reasonable
legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs and expenses
required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission
or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional
Servicer, use


 



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commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual Servicing Criteria compliance
reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect
to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This
Section 11.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


In connection with Deficient
Exchange Act Deliverables, each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting
Party shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement), with each Other Depositor (including, without limitation, providing all due diligence
information, reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate
with the Depositor under this Section 11.12. All respective reasonable out-of-pocket costs and expenses incurred by each
Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with a Deficient
Exchange Act Deliverable (other than those costs and expenses related to participation by such Other Depositor in any telephone
conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant to this Section 11.12)
and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting
Party to the Other Depositor to the same extent as would be required to be paid to the Depositor under this Section 11.12
upon receipt of an itemized invoice from such Other Depositor.


 


Section 11.13 Amendments. This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial


 



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mortgage-backed securities market
and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports and
certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be
eliminated without Rating Agency Confirmation with respect to the Certificates and, with respect to a Serviced Whole Loan, Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities.


 


Section 11.14 Regulation
AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the
case may be, to the Depositor pursuant to this Article XI may be delivered via e-mail (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to GS Mortgage Securities Corporation II, 200 West Street,
New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Brian
Bolton, e-mail: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com.


 


Section 11.15 Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Sub-Servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant
to the related Co-Lender Agreement), reasonably cooperate with the related Mortgage Loan Seller (or such permitted transferee)
selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the related
Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires
to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and
shall reasonably cooperate with the related Mortgage Loan Seller to provide such other information as may be reasonably necessary
to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer understands that such information may be included in the offering material related to a Regulation AB Companion
Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final sentence of this subsection)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master


 



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Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Sellers (or permitted transferee) as required by this clause (a) and (ii) deliver such securities
law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to the offering
material for this securitization by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator, as the case
may be, or their respective counsel, in connection with the information concerning such party in the offering material related
to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by
the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering
materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information
provided by such party with respect to the offering materials related to this transaction, subject to any required changes due
to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator
the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee or other party designated by such Mortgage Loan Seller, including the Other Depositor) shall
have (a) provided reasonable advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 


(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form ABS-15G, Form 8-K, Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement
(so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization
such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate
administrator and master servicer of the Regulation AB Companion Loan


 



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Securitization to comply with the reporting requirements
of Regulation AB, the Securities Act and the Exchange Act; provided, however, that any parties to any Regulation
AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer (and Master Servicer shall consult with any Sub-Servicer appointed with respect to the related Serviced Whole Loan), and
the Trustee, the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in
respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such
Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with
respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect
to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this
Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year commencing in March 2020, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was
filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such


 



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Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the Servicing Criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report
on such Person’s assessment of compliance with the applicable Servicing Criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year commencing in March 2020, during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was
filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under such Regulation AB Companion Loan Securitization, upon
request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan
Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance
statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 



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Any Sub-Servicing Agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the Special Servicer, as the case may be, information, reports, statements and certificates with respect to
itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as applicable,
no later than two (2) Business Days prior to the date on which the Master Servicer or the Special Servicer, as applicable, is required
to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer or the Special Servicer, as applicable, in writing is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization
that includes such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer, as applicable, is in
receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the
fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter following receipt of
such notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any calendar
year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer or the
Special Servicer, as applicable, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days
prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the
Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such
financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
or the Special Servicer, as applicable, 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 (10) Business Days after
the date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer
or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization 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 such financial information. The Master Servicer or the Special Servicer, as applicable,
shall use efforts consistent with the Servicing


 



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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
Mortgage Loan documents.


 


The Master Servicer or
the Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16 Certain
Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the
Trust.


 


Notwithstanding anything
contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification
pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements of the
Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section 11.17 Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to
a Servicer Termination Event pursuant to clause (iii) of the definition thereof, nor shall any such party be deemed to
not be in compliance under this Agreement, during any grace period provided for in such clause (iii); provided, that if
any such party fails to comply with the requirements of this Article XI by the expiration of any applicable grace period
such failure shall constitute a Servicer Termination Event with respect to such party.


 


Article
XII

the asset representations reviewer


 


Section 12.01 Asset
Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Mortgage Loan Status
Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date,
the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders, the Controlling Class
Representative and each other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant
to this Article XII shall be delivered by the Certificate Administrator by posting such notice on the Certificate


 



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Administrator’s
Website, by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of
Definitive Certificates (and by delivering such notice via the Depository in the case of Book-Entry Certificates). The Certificate
Administrator shall include in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following
statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following
mortgage loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing
Agreement has occurred”. On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate
Administrator, based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver written notice of such information (which may be via e-mail) substantially
in the form attached hereto as Exhibit RR within two (2) Business Days of such determination to the Master Servicer, the
Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5.0% of the Voting Rights deliver to the Certificate Administrator, within ninety (90) days after the
filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review
Vote Election, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer
and all Certificateholders and conduct a solicitation of votes in accordance with Section 5.09 to authorize an Asset Review.
Upon the affirmative vote to authorize an Asset Review evidencing at least a majority of the votes casts but in any event at least
a majority of an Asset Review Quorum within one hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
Agreement, the Underwriters, the Mortgage Loan Sellers, the Controlling Class Representative, the Risk Retention Consultation Party
and the Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations
Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially
in the form attached hereto as Exhibit QQ (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com or
submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case, within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Mortgage Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Mortgage Loan after the expiration of such 150-day period, (B) an Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received an
Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and
(D) an Affirmative Asset Review Vote has occurred within one hundred fifty (150) days after the Asset Review Vote Election described
in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election


 



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or an Affirmative Asset Review Vote,
no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence.
Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will
be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any
vote in connection with the foregoing through an agent.


 


(b)       (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for Non-Specially
Serviced Mortgage Loans), the Master Servicer (with respect to the following clause (6) and (7) for Non-Specially Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), in each case to the extent in such
party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the following
clause (7)) after receipt of such notice from the Certificate Administrator, provide, or make available, the following materials
for each Delinquent Mortgage Loan (in electronic format) to the Asset Representations Reviewer (collectively, with the Diligence
Files, any notice of a Breach of a representation or warranty relating to any Delinquent Mortgage Loan received by the Asset Representations
Reviewer from any other party to this Agreement, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage
Loan that is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)       
a copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
Breach with respect to any Delinquent Mortgage Loan; and


 


(7)       any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary
in connection with the Asset Representations Reviewer’s completion of any Asset


 



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Review and that are that are reasonably requested
by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)       In
addition, in the event that, as part of an Asset Review of any Delinquent Mortgage Loan, the Asset Representations Reviewer reasonably
determines that the Review Materials provided to it with respect to such Delinquent Mortgage Loan are missing any documents that
are required to be part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection with
the origination of such Mortgage Loan that, in either case, are necessary in connection with its completion of any Test in connection
with such Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after
receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, of such missing documents, and the Master Servicer
or the Special Servicer shall promptly, but in no event later than ten (10) Business Days after receipt of such notification from
the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent they are
in its possession; provided that any such notification and/or request shall be in writing, specifically identifying the documents
being requested and sent to the notice address for the related party set forth in Section 13.05 of this Agreement. In the
event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, within such 10-Business
Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided
that such Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional
documents only to the extent such documents are in the possession of such Mortgage Loan Seller; provided that the Seller
shall not be required to provide any documents that are proprietary to the related originator or the Seller or any draft documents,
privileged or internal communications, credit underwriting or due diligence analysis.


 


With respect
to any Delinquent Mortgage Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 



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(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review
with respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Mortgage
Loan in accordance with the Asset Review Standard and the procedure set forth on Exhibit PP-A, Exhibit PP-B and Exhibit
PP-C (each such procedure, a “Test”); provided, however, the Asset Representations Reviewer
may, but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP-A, Exhibit
PP-B or Exhibit PP-C if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset
Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review
shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be
a Delinquent Mortgage Loan or again become a Delinquent Mortgage Loan at a time when a new Asset Review Trigger occurs and a new
Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)       The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing documentation is not delivered to the Asset Representations Reviewer by the related Mortgage Loan Seller, the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans) to the extent in the Master Servicer’s or the Special Servicer’s possession within ten (10) Business Days upon
request described above, the Asset Representations Reviewer shall list such missing documents in a preliminary report setting forth
the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a
Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed to be a failure
of such Test (“Preliminary Asset Review Report”). The Asset Representations Reviewer shall provide such Preliminary
Asset Review Report to the Master Servicer or the Special Servicer, as applicable, and the related Mortgage Loan Seller no later
than sixty (60) days after the date on which access to the Diligence Files in the Secure Data Room is made available to the Asset
Representations Reviewer by the Certificate Administrator. The Special Servicer, if


 



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applicable, may review such Preliminary Asset
Review Report and determine whether any information contained in such Preliminary Asset Review Report shall be labeled as “Privileged
Information” and thus be excluded from the Asset Review Report and Asset Review Report Summary. If the Preliminary Asset
Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage
Loan Seller shall have ninety (90) days from receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”)
to remedy or otherwise refute the failure. Any information and documents provided or explanations given to support the related
Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any missing documents in
the Review Materials are not required to complete a Test shall be promptly delivered by such Mortgage Loan Seller to the Asset
Representations Reviewer. For the avoidance of doubt, the Asset Representations Reviewer will not be required to prepare a Preliminary
Asset Review Report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the
related Delinquent Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Diligence Files
posted to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y) ten (10)
days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and
deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it
has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement and the related Mortgage Loan Seller and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the
Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable
Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional
time is required due to the characteristics of the Delinquent Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties.
In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility
of the Master Servicer or Special Servicer, as applicable, pursuant to Section 2.03 of this Agreement.


 


(ix)       In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer, the Special Servicer or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent
Mortgage Loan, and the Asset Representations Reviewer shall


 



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have no responsibility to independently obtain any such documentation
from any party to this Agreement.


 


(x)       Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer or the Special Servicer determines that a Material Defect exists, the Master Servicer or the Special Servicer,
as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect in accordance
with Section 2.03.


 


(c)       The
Asset Representations Reviewer shall keep any information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception. The Asset Representations Reviewer
shall keep all documents received by the Asset Representations Reviewer in connection with an Asset Review that are provided by
the Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents except
(i) for purposes of complying with its duties and obligations under this Agreement, (ii) if such documents become generally available
and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii)
if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information in working with
legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known
to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations
Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii)
have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without


 



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diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)       The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Asset Representations Reviewer under this Agreement from and after the date of such agreement and (C) is not
a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer will not be released from its obligations under
this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of the Asset
Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated may
not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance of such
assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement and then
will be the successor Asset Representations Reviewer hereunder.


 


(f)       If
any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review” (as such
term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset representations
reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset Representations
Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee
and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection with such asset review
by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related Other Asset Representations
Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be.


 


Section 12.02 Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) As compensation for the performance
of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”),
payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to


 



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the product of a rate equal to 0.00029%
per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage
Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the
same manner as interest is calculated on such Mortgage Loans.


 


(b)       Upon
the completion of any Asset Review with respect to a Delinquent Mortgage Loan (in such case, a “Subject Loan”)
and within sixty (60) days of receipt by the applicable Mortgage Loan Seller of a written request from the Asset Representations
Reviewer, the Asset Representations Reviewer shall be paid a fee equal to the sum of (i) $16,000 multiplied by the number of Subject
Loans, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan,
plus (iii) $2,100 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged Property
relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in
the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index
for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index
for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset
Review (the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Mortgage Loan shall be paid by the applicable Mortgage Loan Seller; provided, however, that if such
Mortgage Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations
Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency;
provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee shall remain an obligation of such Mortgage Loan Seller and the Master Servicer or the Special Servicer as applicable,
shall be required to pursue remedies against the Mortgage Loan Seller in accordance with the Servicing Standard in order to seek
recovery of such amounts from such Mortgage Loan Seller or its insolvency estate.


 


(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price
received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03 Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer
may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement
and each Rating Agency. In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations
Reviewer, and shall resign if it fails to be an Eligible Asset Representations


 



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Reviewer by giving written notice to the other
parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective
until a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted
the appointment. If no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any
court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other party hereto and each Rating Agency
in connection with its resignation and the transfer of its duties.


 


Section 12.04 Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make
any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 12.05 Termination
of the Asset Representations Reviewer. (a) An “Asset Representations Reviewer Termination Event” means
any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)       any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a
period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by Certificateholders
having at least 25% of the Voting Rights;


 


(ii)       any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty


 



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(30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every
such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i)
may or (ii) upon the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (without regard
to the application of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset
Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the
right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of
events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations
Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection
with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an


 



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Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Principal
Balance Certificates evidencing at least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed
successor. As between the Asset Representations Reviewer, on the one hand, and the Holders of Principal Balance Certificates, on
the other, the Holders of Principal Balance Certificates shall be entitled in their sole discretion to vote for the termination
or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of Principal Balance Certificates
evidencing at least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts) elect to remove the
Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Controlling Class Representative, the Directing Holder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign under Section 12.03
of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject to and in accordance with this
Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations reviewer
within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement.
The Trustee shall not be liable for any failure to identify and appoint a successor asset representations reviewer so long as the
Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 



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(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder and
each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01 Amendment. (a)
This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or
the Companion Holders:


 


(i)        to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder , as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any holder of the VRR Interest) or Companion Holder;


 



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(v)       to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting Transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any holder of the VRR Interest) or any holder of a Serviced Companion Loan not consenting to such revision
or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect
to a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;


 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect
to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an
Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has
not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating
Agency Confirmation;


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt,
any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the


 



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Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)       to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)       to
modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced
by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights
or obligations of the Retaining Party under this Agreement or the related risk retention agreement without the consent of the Retaining
Party.


 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and
adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority
of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates
of such Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 



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(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard


 


without, in each case, the consent of 100%
of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole
Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related
Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all
conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified Person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically required to be included
in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).


 


(d)       Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and
thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating
Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 



     -431-


    


    

 


(f)       The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person seeking
the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment
of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to a Serviced
Whole Loan, each Companion Loan Rating Agency provides a Companion Loan Rating Agency Confirmation.


 


(i)       To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the Special Servicer, the Asset Representations
Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any
amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment
for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)       Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
any Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
Rights with respect to matters described above as they would if any other Person held such Certificates, so long as neither the
Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Serviced Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection with
any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of such
proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization
no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of
such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible format
to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


Section 13.02 Recordation
of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the


 



     -432-


    


    

 


Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03 Limitation
on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)       No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)       No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage Loan or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) and Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it
hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders


 



     -433-


    


    

 


have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04 Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS
UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05 Notices. (a)
Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Sellers) or mailed by registered mail, postage


 



     -434-


    


    

 


prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 


In the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with a copy to:



Brian Bolton

200 West Street

New York, New York 10282

E-mail: brian.a.bolton@gs.com


 


with a copy to:



E-mail: gs-refgsecuritization@gs.com


 


In the case of the Master Servicer:



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

10851 Mastin Street

Building 82, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com



with a copy to:



Stinson LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 



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In the case of the Special Servicer:



LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennet and Job Warshaw

Facsimile number (305) 695-5601

E-mail: LNR.CMBS.Notices@lnrproperty.com, hbennet@lnrproperty.com and jwarshaw@lnrproperty.com


 


In the case of the Controlling
Class Representative:



c/o Argentic Investment Management, LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Mike Schulte, facsimile: (646) 560-1745


 


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – GSMS 2019-GSA1

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1

Fax number: (410) 715-2380



with a copy to:



E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 



     -436-


    


    

 


or in the case of surrender,
Transfer or exchange for Certificates other than the Retained Certificates during the Transfer Restriction Period, to:



Wells Fargo Bank, National Association

Certificate Registrar

600 South 4th Street, 7th Floor, MAC N300-070

Minneapolis, Minnesota 55479

Attn: Certificate Transfer Group – GSMS 2019-GSA1


 


or in the case of a Transfer
of the Retained Certificates during the Transfer Restriction Period to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS)

GS Mortgage Securities Trust 2019-GSA1



with a copy to:



riskretentioncustody@wellsfargo.com


 


or in the case of the Custodian,
to:



Wells Fargo Bank, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: Document Custody Group – GSMS 2019-GSA1



with a copy to:



cmbscustody@wellsfargo.com


 


In the case of the Mortgage Loan Sellers:


 


		(i)	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com



 



     -437-


    


    

 


with a copy to:



Brian Bolton

200 West Street

New York, New York 10282

E-mail: brian.a.bolton@gs.com



with a copy to:



E-mail: gs-refgsecuritization@gs.com


 


		(ii)	Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Email: lfairbanks@starwood.com



 


with a copy to:



Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Vincent P. Kallaher, Senior Vice President

Email: vkallaher@starwood.com;


 


with a copy to: Starwood Property
Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Heather Bennett

Email: hbennett@starwood.com


 


with a copy to:



lnr.cmbs.notices@lnrproperty.com;


 


and, with respect to certifications
pursuant to Section 2.03 of this Agreement, with a copy to:



McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


 


and with copies by e-mail to:



vorta@mccoy-orta.com and mmore-allen@mccoy-orta.com;


 



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		(iii)	Argentic Real Estate Finance LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte

Facsimile number: (646) 560-1745



 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GS 2019-GSA1-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Co-Lender Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)       Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, the Certificate Administrator, and
Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to
the extent such party has or can obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:


 


S&P Global Ratings


55 Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage
Surveillance Manager


Email: cmbs_info_17g5@standardandpoors.com


 



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Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Fax number: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


Section 13.06 Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07 Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that,
in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest
in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation,
the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date),
all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the
Interest Reserve Account and, if established, the applicable REO Account, and all reinvestment earnings on such amounts, and all
of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related
to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 13.07
shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08 Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its agents), each Companion Holder (and its respective agents), each Underwriter, each depositor
of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including,


 



     -440-


    


    

 


without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder
and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under this Agreement
and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other Trustees shall
be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions regarding reimbursement
or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 


(d)       Subject
to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Holder shall be an express third-party beneficiary
to this Agreement for purposes of exercising rights under Section 2.03(i) through Section 2.03(m).


 


Section 13.09 Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof.


 


Section 13.10 Notices
to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
Repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(b)       The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 



     -441-


    


    

 


(i)       the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)       any
assumption with respect to a Mortgage Loan;


 


(viii)       any
release or substitution of any Mortgaged Property;


 


(ix)       any
additional debt is incurred; and


 


(x)       any
modifications to any intercreditor agreement.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any Companion Loan Rating Agency) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage
Loan) such information as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the
Master Servicer or Special Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client
privilege relating to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it
deems appropriate with respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section
13.10 shall require a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above
listed items. In connection with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider
of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information
Provider shall notify the Master Servicer or the Special Servicer when such information, report, notice or document has been posted.
The Master Servicer or the


 



     -442-


    


    

 


Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice
or document to the applicable Rating Agency following the earlier of (a) receipt of such notice from the 17g-5 Information Provider
and (b) two (2) Business Days following delivery to the 17g-5 Information Provider.


 


Section 13.11 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 Mortgage Loan documents, it is expressly intended that each Mortgage Loan Seller get
the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, Master
Servicer, the Special Servicer and Trustee hereby agree to reasonably cooperate with each 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 Mortgage 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 Mortgage Loan documents, would adversely affect any Certificateholder, would cause
any Trust REMIC to fail to qualify as a REMIC 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 13.11, such document shall be in form and
substance reasonably acceptable to the Trustee.


 


Section 13.12 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.


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 



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IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	GS MORTGAGE SECURITIES CORPORATION II, 

Depositor
	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title:   Chief Executive Officer



  


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

Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President








 





	 	LNR
Partners, llc, 

Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title:   Vice President


 


GSMS 2019-GSA1:
POOLING AND SERVICING AGREEMENT


 






     


     


    

 



 


	 	Wells
Fargo Bank, National Association, 

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President








 


	 	Wells
Fargo Bank, National Association, 

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President








 

GSMS 2019-GSA1:
POOLING AND SERVICING AGREEMENT

 







     


     


    




 





	 

	 

	 

	 


	 

	PARK
BRIDGE LENDER SERVICES LLC, 

as Operating Advisor


	 

	 

	 


	 

	By:

	Park
Bridge Advisors LLC
Its Sole Member


	 

	 

	 


	 

	 

	By:

	Park
Bridge Financial LLC
Its Sole Member


	 	 	 	 









	 	By:	/s/
    Robert J. Spinna, Jr. 
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title:   Managing Member






	 

	 

	 


	 

	PARK
BRIDGE LENDER SERVICES LLC, 

as Asset Representations Reviewer


	 

	 

	 


	 

	By:

	Park
Bridge Advisors LLC
Its Sole Member


	 

	 

	 


	 

	 

	By:

	Park
Bridge Financial LLC
Its Sole Member





 





	 	By:	/s/
    Robert J. Spinna, Jr. 
	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title:   Managing Member








 

GSMS 2019-GSA1:
POOLING AND SERVICING AGREEMENT

 




     


     


    

 





	STATE
                                         OF NEW YORK

	)

	 


	 

	)

	ss.:


	COUNTY OF Queens

	)

	 







 


On the 1 day of November,
2019, before me, a notary public in and for said State, personally appeared Leah Nivison known to me to be a CEO of GS Mortgage
Securities Corporation II, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such corporation, and acknowledged to me that such ______ executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 




	 

	/s/
                                                                                                                           Aeri Choi 


	 

	Notary
Public


	 	 
	 	AERI CHOI




	[SEAL]

	Notary
                                         Public, State of New York 


	 

	No.
                                         01CH6292922 


	My
commission expires:

	Qualified
                                         in Queens County 


	 	Commission
Expires November 12, 2021
	12
                                                                                                                        November 2021 

	 







 

GSMS 2019-GSA1
- POOLING AND SERVICING AGREEMENT

 




     


     


    


 


	STATE
OF KANSAS

	)

	 


	 

	)

	ss.:


	COUNTY
OF JOHNSON

	)

	 







 


On the 29th day of October
2019, before me, a notary public in and for said State, personally appeared David A. Eckels, known to me to be a Senior Vice President
of Midland Loan Services, a Division of PNC Bank, National Association, one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed
the within instrument. 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 




	NOTARY
                                         PUBLIC - State of Kansas 

	/s/
                                                                                                                           Laura Escalante 


	LAURA
                                         ESCALANTE 

	Notary
Public


	My
Appt. Expires 08/14/2021	 


 

GSMS 2019-GSA1:
POOLING AND SERVICING AGREEMENT


 




     


     


    


 


	STATE
OF New York

	)

	 


	 

	)

	ss.:


	COUNTY
OF New York

	)

	 







 


On the 29th day
of October, 2019, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to me to be
a Vice President of LNR Partners, LLC, and also known to me to be the person who executed it on behalf of such national
banking association and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 




	 

	/s/
                                                                                                                           Ross Austin Scott


	 

	Notary
Public


	 	 
	 	No. O1RO6394874




	[SEAL]

	Qualified
                                                                                                    in New York County. 


	 

	 


	My
commission expires:

	 


	7/15/2023 

	 




 

GSMS 2019-GSA1:
POOLING AND SERVICING AGREEMENT

 







     


     


    


 


	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 







 


On
the 5th day of November, 2019, before me, a notary public in and for said State, personally appeared Amy
Mofsenson known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me
that such individual executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 




	 

	/s/
                                                                                                                           Janet M. Jolley 


	 

	Notary
Public




 

	[SEAL]

	JANET
                                         M. JOLLEY 


	 

	Notary
                                         Public, State of New York 


	My
commission expires:

	No.
                                         01J06121000 


	 

	Qualified
                                         in Kings County 


	 	Commission
Expires Jan. 3, 2021


 

GSMS 2019-GSA1
- POOLING AND SERVICING AGREEMENT

 







     


     


    


 


	STATE
OF

	)

	 


	 

	)

	ss.:


	COUNTY
OF

	)

	 




 


On the 5th
day of November, 2019, before me, a notary public in and for said State, personally appeared Amy Mofsenson known to me to be a Vice President
of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person who executed
it on behalf of such national banking association, and acknowledged to me that such individual executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 




	 

	/s/ Janet M. Jolley 


	 

	Notary
Public




 

	[SEAL]

	JANET
                                         M. JOLLEY 


	 

	Notary
                                         Public, State of New York 


	My
commission expires:

	No.
                                         01JO6121000 


	 

	Qualified
                                         in Kings County 


	 	Commission
Expires Jan. 3, 2021





 

GSMS 2019-GSA1
- POOLING AND SERVICING AGREEMENT

 




     


     


    


 


	STATE
OF NEW YORK

	)

	 


	 

	)

	ss:


	COUNTY
OF NEW YORK

	)

	 







 


On
the 29th day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose
and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park
Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such
entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 




	 

	/s/
                                                                                                                           Niaja Williams Mowatt 


	 

	NOTARY
                                                                                                       PUBLIC in and for the


	 	State of New York


 

	[SEAL]

	 


	 

	 


	My
                                         Commission expires: 3/31/20

	 


	(Date) 

	 


	 	 
	NIAJA
WILLIAMS MOWATT 

Notary Public - State of New York 

NO. 01W16184241 

Qualified in Suffolk County 

My Commission Expires 3/31/20	 


 

GSMS 2019-GSA1
- POOLING AND SERVICING AGREEMENT

 







     


     


    

 





	STATE
OF NEW YORK

	)

	 


	 

	)

	ss:


	COUNTY
OF NEW YORK

	)

	 







 


On
the 29th day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose
and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park
Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such
entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.



 





	 

	/s/
                                                                                                                           Niaja Williams Mowatt 


	 

	NOTARY
                                                                                                       PUBLIC in and for the


	 	State of New York


 





	[SEAL]

	 


	 

	 


	My
                                         Commission expires: 3/31/20

	 


	(Date) 

	 


	 	 
	NIAJA
WILLIAMS MOWATT 

Notary Public - State of New York 

NO. 01W16184241 

Qualified in Suffolk County 

My Commission Expires 3/31/20	 


 

GSMS 2019-GSA1
- POOLING AND SERVICING AGREEMENT

 






     


     


    


 

 


EXHIBIT A-1

 

FORM OF CLASS A-1 CERTIFICATE

 

CLASS A-1

 

GS
MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2019-GSA1, CLASS A-1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE 

 


 



 

		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 

		2	Book-Entry Certificate legend.


 



A-1-1



 


CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 



A-1-2



 


	
PASS-THROUGH RATE: 2.0488%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED

HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:

DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS A-1 CERTIFICATES
AS OF THE CLOSING DATE:  $14,908,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAQ5

 

ISIN NO.:  US36261PAQ54

 

COMMON CODE NO.:  207851949

 

CERTIFICATE NO.:  [A-1-1]




 



A-1-3



 


CLASS A-1 CERTIFICATE

 

evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

  

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-1 Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class A-1

 



A-1-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-1-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-1-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-1-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-1-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-1-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-1-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  

 



A-1-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-1-12



 


 


EXHIBIT
A-2

 

FORM OF CLASS A-2 CERTIFICATE

 

CLASS A-2

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS A-2

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE 

 


 



 

		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 

		2	Book-Entry Certificate legend.


 



A-2-1



 


CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 



A-2-2



 


	
PASS-THROUGH RATE: 2.6126%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING DATE:  $26,937,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAR3

 

ISIN NO.:  US36261PAR38

 

COMMON CODE NO.:  207851922

 

CERTIFICATE NO.:  [A-2-1]




 



A-2-3



 


CLASS A-2 CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class A-2

 



A-2-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-2-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)      to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-2-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-2-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)    amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-2-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-2-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-2-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  

 



A-2-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 




A-2-12



 





 


EXHIBIT A-3

 

FORM OF CLASS A-3 CERTIFICATE

 

CLASS A-3

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS A-3

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE

 


 



 

1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

2       Book-Entry Certificate legend.

 



A-3-1




 




 

CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 



A-3-2




 




 

	
PASS-THROUGH RATE: 2.7940%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:

DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS A-3 CERTIFICATES
AS OF THE CLOSING DATE:  $181,247,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAS1

 

ISIN NO.:  US36261PAS11

 

COMMON CODE NO.:  207851957

 

CERTIFICATE NO.:  [A-3-1]




 



A-3-3



 


CLASS A-3 CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class A-3

 



A-3-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-3-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii) 
      to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any
REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv) 
      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall
be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times
that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion
Holder;

 

(v) 
       to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC
or any of the Certificateholders (other than the 

 



A-3-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then–current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout–Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix) 
      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g–5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi) 
      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as
would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii)
in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk
retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification,
elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing
Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-3-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)           reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)         amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-3-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-3-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-3-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  





 



A-3-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-3-12



 


EXHIBIT A-4

 

FORM OF CLASS A-4 CERTIFICATE

 

CLASS A-4

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS A-4

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE 

 


 



 

1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

2       Book-Entry Certificate legend.

 



A-4-1




 




 

 

CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 




A-4-2




 




 

	
PASS-THROUGH RATE: 3.0479%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS A-4 CERTIFICATES
AS OF THE CLOSING DATE:  $361,331,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAT9

 

ISIN NO.:  US36261PAT93

 

COMMON CODE NO.:  207851973

 

CERTIFICATE NO.:  [A-4-1]




 



A-4-3



 


CLASS A-4 CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-4 Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class A-4

 



A-4-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-4-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-4-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)          to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-4-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)         amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-4-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-4-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-4-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  





 



A-4-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-4-12




 




 


EXHIBIT A-5

 

FORM OF CLASS A-AB CERTIFICATE

 

CLASS A-AB

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS A-AB

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE

 


 



 

1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

2       Book-Entry Certificate legend.

 



A-5-1



 


CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE
RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 



A-5-2



 


	
PASS-THROUGH RATE: 2.9881%

 

DENOMINATION: $[_____]

 

DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-AB CERTIFICATES AS OF THE CLOSING DATE: $20,542,000

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: LNR PARTNERS, LLC

 

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAU6

 

ISIN NO.: US36261PAU66

 

COMMON CODE NO.: 207851965

 

CERTIFICATE NO.: [A-AB-1]




 



A-5-3



 


CLASS A-AB CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-AB Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-AB Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class A-AB

 



A-5-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-5-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class A-AB Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)        to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)       to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)      to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-5-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)     to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-5-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)       reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)       amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-5-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-5-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
 November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS A-AB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-5-10



 


ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 






(Please insert Social Security or other identifying number of Assignee)

 


 






(Please print or typewrite name and address of assignee)

 


 



 


the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.

 



A-5-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-5-12



 


EXHIBIT A-6

 

FORM OF CLASS X-A CERTIFICATE

 

CLASS X-A

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS X-A

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

 

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL

 

 


 



 

1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

2      Book-Entry Certificate legend.

 



A-6-1



 


PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 



A-6-2



 


	
PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT3

 

DENOMINATION: $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $679,505,000

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: LNR PARTNERS, LLC

 

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAV4

 

ISIN NO.: 36261PAV40

 

COMMON CODE NO.: 207851981

 

CERTIFICATE NO.: [X-A-1] [X-A-2]




 


 



 

3 The initial approximate Pass-Through Rate as of the Closing Date is 0.8351%.

 



A-6-3



 


CLASS X-A CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the Class X-A Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class X-A

 



A-6-4



 


Pass-Through Rate specified above on the Notional Amount of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-6-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)        to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)       to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)      to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-6-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)     to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)    to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-6-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)       reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)       amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-6-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-6-9



 


 

 

IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

	
Dated:

	
 November 8, 2019




 

CERTIFICATE OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-6-10



 


ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 






(Please insert Social Security or other identifying number of Assignee)

 


 






(Please print or typewrite name and address of assignee)

 


 



 


the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.

 



A-6-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-6-12



 


 


EXHIBIT
A-7

 

FORM
OF CLASS X-B CERTIFICATE

 

CLASS
X-B

 

GS
MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2019-GSA1, CLASS X-B

 

[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1

 

[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.

 

THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.

 

THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL 

 

 



		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 

		2	Book-Entry
                                         Certificate legend.


 



A-7-1



 


PAYMENTS
AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW.

 

THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 



A-7-2



 


	PASS-THROUGH
RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT3

 

DENOMINATION:
$[______]

 

DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF
DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING
DATE: NOVEMBER 8, 2019

 

FIRST
DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $39,971,000

	 	MASTER
SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

SPECIAL
SERVICER: LNR PARTNERS, LLC

TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION

CERTIFICATE
ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

OPERATING
ADVISOR: PARK BRIDGE LENDER SERVICES LLC

ASSET
REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP
NO.: 36261PAW2

 

ISIN
NO.: US36261PAW23

 

COMMON
CODE NO.: 207852007

 

CERTIFICATE
NO.: [X-B-1]




 





 



 


		3	The
initial approximate Pass-Through Rate as of the Closing Date is 0.2952%.



 



A-7-3



 


CLASS
X-B CERTIFICATE

 

evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by

 

GS
MORTGAGE SECURITIES CORPORATION II

 

THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X-B Certificates. The Certificates are designated as
the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

 

This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.

 

This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.

 

Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as
provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-B

 



A-7-4



 


Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of
the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

 

All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in

 



A-7-5



 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.

 

Subject
to the terms of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.

 

No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.

 

The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.

 

The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:

 

(i)  
   to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;

 

(ii) 
   to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;

 

(iii)
   to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;

 

(iv)   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)
    to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the

 



A-7-6



 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;

 

(vi)   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating
Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)  to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion
Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests
of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;

 

(viii) 
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered
a Companion Loan Rating Agency Confirmation;;

 

(ix)   
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)
    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or

 

(xi)   
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or
the related risk retention agreement without the consent of the Retaining Party.

 



A-7-7



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.

 

The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate
not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)  
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or

 

(ii) 
  reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)
   adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or

 

(iv)   change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)
   amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency
Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and
Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).

 

The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust

 



A-7-8



 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.

 

Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the
Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and
Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.

 

Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

 

THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-7-9



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 



	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 

	Dated:

	November
8, 2019




 

CERTIFICATE
OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.



	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 



A-7-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:

	 

	 

	 

	 


	TEN
COM   

	-   

	as
tenant in common

	UNIF
GIFT MIN ACT __________ Custodian


	TEN
ENT

	-

	as
tenants by the entireties

	     (Cust)


	JT
TEN

	-

	as
joint tenants with rights of

	Under
Uniform Gifts to Minors


	 

	 

	survivorship
and not as tenants in

	 


	 

	 

	common

	Act
__________________________


	 

	 

	 

	(State)




 

Additional
abbreviations may also be used though not in the above list. 

 

FORM
OF TRANSFER

 

FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 



(Please
insert Social Security or other identifying number of Assignee)

 

 



(Please
print or typewrite name and address of assignee)





 



 

the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.

 

	Dated:  _______________

	NOTICE:  The
signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without
alteration or enlargement or any change whatever.




 

	 

	 


	SIGNATURE
GUARANTEED

	 




 

The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  

 



A-7-11



 


DISTRIBUTION
INSTRUCTIONS

 

The
assignee should include the following for purposes of distribution:

 

Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.

 



A-7-12



 


EXHIBIT
A-8

 

FORM
OF CLASS X-D CERTIFICATE

 

CLASS
X-D

 

GS
MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2019-GSA1, CLASS X-D

 

[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.

 

NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2

 

[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE 

 

 



		1	Temporary
                                         Regulation S Book-Entry Certificate legend.


 

		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 

		3	Book-Entry
                                         Certificate legend.


 



A-8-1



 


UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.

 

THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D
OR CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.

 

THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.

 

THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 



A-8-2



 


	PASS-THROUGH
RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT4

 

DENOMINATION:
$[______]

 

DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF
DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING
DATE: NOVEMBER 8, 2019

 

FIRST
DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $44,292,000

	MASTER
SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL
SERVICER: LNR PARTNERS, LLC

 

TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE
ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING
ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET
REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP
NO.:  36261PAC6[144A]

36261PAD4[IAI]

U04079AB2[RegS]

 

ISIN
NO.:       US36261PAC68[144A]

US36261PAD42[IAI]

USU04079AB24[RegS]

 

COMMON
CODE NO.:     207852350[144A] 

207852422[S]

 

CERTIFICATE
NO.: [X-D-1][X-D-S-1]





 





 



 


		4	The initial approximate
                                         Pass-Through Rate as of the Closing Date is 1.0063%.



 



A-8-3



 


CLASS
X-D CERTIFICATE

 

evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by

 

GS
MORTGAGE SECURITIES CORPORATION II

 

THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class X-D Certificates. The Certificates are designated as
the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

 

This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.

 

This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.

 

Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Notional
Amount of this Certificate immediately prior to each

 



A-8-4



 


Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

 

All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the
same Class in authorized Denominations will be issued to the designated transferee or transferees.

 



A-8-5



 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.

 

No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.

 

The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.

 

The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:

 

(i)     
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;

 

(ii) 
   to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;

 

(iii)
  to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;

 

(iv)   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)
    to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;

 



A-8-6



 


(vi)   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating
Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)  
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion
Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests
of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;

 

(viii) 
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered
a Companion Loan Rating Agency Confirmation;;

 

(ix)   
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)
    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or

 

(xi)   
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or
the related risk retention agreement without the consent of the Retaining Party.

 

Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party

 



A-8-7



 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate
not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)  
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or

 

(ii) 
   reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)
   adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or

 

(iv)   change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)
   amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency
Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and
Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).

 

The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.

 



A-8-8



 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the
Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and
Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.

 

Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

 

THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-8-9



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 

	Dated:

	November
8, 2019




 

CERTIFICATE
OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 



A-8-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  

	 

	 

	 

	 


	TEN
COM   

	-   

	as
tenant in common

	UNIF
GIFT MIN ACT __________ Custodian


	TEN
ENT

	-

	as
tenants by the entireties

	     (Cust)


	JT
TEN

	-

	as
joint tenants with rights of

	Under
Uniform Gifts to Minors


	 

	 

	survivorship
and not as tenants in

	 


	 

	 

	common

	Act
__________________________


	 

	 

	 

	(State)




 

Additional
abbreviations may also be used though not in the above list. 

 

FORM
OF TRANSFER

 

FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 



(Please
insert Social Security or other identifying number of Assignee)

 

 



(Please
print or typewrite name and address of assignee)


 





 

the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.

 

	Dated:  _______________

	NOTICE:  The
signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without
alteration or enlargement or any change whatever.




 

	 

	 


	SIGNATURE
GUARANTEED

	 




 

The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  

 



A-8-11



 


DISTRIBUTION
INSTRUCTIONS

 

The
assignee should include the following for purposes of distribution:

 

Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.

 



A-8-12



 


EXHIBIT
A-9

 

FORM
OF CLASS A-S CERTIFICATE

 

CLASS
A-S

 

GS
MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2019-GSA1, CLASS A-S

 

[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1

 

[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE

 

 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 

		2	Book-Entry
Certificate legend.


 



A-9-1



 


CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.

 

THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-9-2



 


	PASS-THROUGH
RATE: 3.3399%

 

DENOMINATION:
$[______]

 

DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF
DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING
DATE: NOVEMBER 8, 2019

 

FIRST
DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $74,540,000

	MASTER
SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL
SERVICER: LNR PARTNERS, LLC

 

TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE
ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING
ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET
REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP
NO.: 36261PAX0

 

ISIN
NO.: US36261PAX06

 

COMMON
CODE NO.: 207851990

 

CERTIFICATE
NO.: [A-S-1]


	 

	 




 



A-9-3



 


CLASS
A-S CERTIFICATE

 

evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by

 

GS
MORTGAGE SECURITIES CORPORATION II

 

THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated
as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

 

This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.

 

This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.

 

Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.

 

Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-S

 



A-9-4



 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

 

All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in

 



A-9-5



 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.

 

Subject
to the terms of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.

 

The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.

 

The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:

 

(i)  
   to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;

 

(ii) 
  to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;

 

(iii)
  to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;

 

(iv)   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)
   to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the

 



A-9-6



 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;

 

(vi)   
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating
Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion
Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests
of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;

 

(viii) 
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable
Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered
a Companion Loan Rating Agency Confirmation;;

 

(ix)   
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)
    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
or

 

(xi)   
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or
addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or
the related risk retention agreement without the consent of the Retaining Party.

 



A-9-7



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.

 

The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate
not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)  
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or

 

(ii) 
   reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)
   adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or

 

(iv)   change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)
   amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency
Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation
from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and
Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion
Loan(s).

 

The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon
no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties
to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise
of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust
Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held
by the Trust

 



A-9-8



 


is
less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.

 

Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E
Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the
Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the
Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and
Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.

 

Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

 

THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-9-9



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 

Dated:   
November 8, 2019

 

CERTIFICATE
OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 

	 

	 


	 

	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	 

	 

	 


	 

	By: 

	 


	 

	 

	AUTHORIZED
SIGNATORY




 



A-9-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  

	 

	 

	 

	 


	TEN
COM   

	-   

	as
tenant in common

	UNIF
GIFT MIN ACT __________ Custodian


	TEN
ENT

	-

	as
tenants by the entireties

	     (Cust)


	JT
TEN

	-

	as
joint tenants with rights of

	Under
Uniform Gifts to Minors


	 

	 

	survivorship
and not as tenants in

	 


	 

	 

	common

	Act
__________________________


	 

	 

	 

	(State)




 

Additional
abbreviations may also be used though not in the above list. 

 

FORM
OF TRANSFER

 

FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 



(Please
insert Social Security or other identifying number of Assignee)

 

 



(Please
print or typewrite name and address of assignee)


 





 

the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.

 

	Dated:  _______________

	NOTICE:  The
signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without
alteration or enlargement or any change whatever.




 

	 

	 


	SIGNATURE
GUARANTEED

	 




 

The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  

 



A-9-11



 


 


DISTRIBUTION
INSTRUCTIONS

 

The
assignee should include the following for purposes of distribution:

 

Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.

 


A-9-12



 





 

EXHIBIT A-10

 

FORM OF CLASS B CERTIFICATE

 

CLASS B

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS B

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE

 


 




1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 




2       Book-Entry Certificate legend.

 



A-10-1



 



CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-10-2



 


	
PASS-THROUGH RATE:  [THE LESSER OF 3.5111% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE]

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE:  $39,971,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.:  36261PAY8

 

ISIN NO.:  US36261PAY88

 

COMMON CODE NO.:  207852015

 

CERTIFICATE NO.:  [B-1]




 



A-10-3



 


CLASS B CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class B Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class B

 



A-10-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-10-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-10-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-10-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust 

 



A-10-8



 


is less
than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-10-9



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-10-10



 


ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 	 	(State)







 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________

 




 



(Please insert Social Security or other identifying number of Assignee)

 




 



(Please print or typewrite name and address of assignee)


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-10-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 





Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________
account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




 



A-10-12



 


EXHIBIT A-11

 

FORM OF CLASS C CERTIFICATE

 

CLASS C

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS C

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE

 


 




1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

2       Book-Entry Certificate legend.

 



A-11-1



 


CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-11-2



 


	
PASS-THROUGH RATE:  [THE WEIGHTED AVERAGE NET MORTGAGE RATE3]

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE:  $36,730,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.:  36261PAZ5

 

ISIN NO.:  US36261PAZ53

 

COMMON CODE NO.:  207852023

 

CERTIFICATE NO.:  [C-1]




 


 




3 The initial approximate Pass-Through Rate as of the Closing Date is 3.8063%.

 





A-11-3



 


CLASS C CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class C Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class C

 



A-11-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-11-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-11-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-11-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-11-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-11-9



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-11-10



 


ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 	 	(State)







 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________

 





 



(Please insert Social Security or other identifying number of Assignee)

 





 



(Please print or typewrite name and address of assignee)


 





 


the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:                                     

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-11-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 





Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________
account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________.
This information is provided by assignee named above, or ______________________________, as its agent.

 



A-11-12



 


EXHIBIT A-12

 

FORM OF CLASS D CERTIFICATE

 

CLASS D

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS D

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE 

 


 




1       Temporary Regulation S Book-Entry Certificate legend.

 




2       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 




3       Book-Entry Certificate legend.

 



A-12-1



 



UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-12-2



 


	
PASS-THROUGH RATE: 2.8000%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE:  $24,847,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.:  36261PAA0[144A]

                      36261PAB8[IAI]

                      U0407AA4[RegS]

 

ISIN NO.:  US36261PAA03[144A]

                   US36261PA85[IAI]

                   USU0407AA41[RegS]

 

COMMON CODE NO.:  207852341[144A]
207852406 [RegS]

 

CERTIFICATE NO.:  [D-1] [D-S-1]


	
 

	
 




 



A-12-3



 


CLASS D CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D

 



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Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



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writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)      to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



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Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



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Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



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is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



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IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



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ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 	 	(State)







 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________

 





 



(Please insert Social Security or other identifying number of Assignee)

 





 



(Please print or typewrite name and address of assignee)


 





 


the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:                                     

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



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DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 





Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________
account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________.
This information is provided by assignee named above, or ______________________________, as its agent.






 



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EXHIBIT A-13

 

FORM OF CLASS E CERTIFICATE

 

CLASS E

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS E

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE

 

 


 



 

1       Temporary Regulation S Book-Entry Certificate legend.

 

2       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

3       Book-Entry Certificate legend.

 



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UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-13-2



 


	
PASS-THROUGH RATE: 2.8000%

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:

DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES
AS OF THE CLOSING DATE:  $19,445,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.:  36261PAE2[144A]

                      36261PAF9[IAI]

                      U04079AC0[RegS]

 

ISIN NO.:  US36261PAE25[144A]

                   US36261PAF99[IAI]

                   USU04079AC07[RegS]

 

COMMON CODE NO.:  207852368[144A]
                                         207852481[RegS]

 

CERTIFICATE NO.:  [E-1] [E-S-1]




 



A-13-3



 


CLASS E CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class E Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class E

 



A-13-4



 


Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in

 



A-13-5



 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)      to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)    to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the

 



A-13-6



 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 



A-13-7



 


Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)      amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust

 



A-13-8



 


is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-13-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-13-10



 


ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                             

 

 

(Please insert Social Security or other identifying number of Assignee)

 

 

(Please print or typewrite name and address of assignee)

 

 

 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-13-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.  Statements should be mailed to _______________________________________________________________.  This information is provided by assignee named above, or ______________________________, as its agent.

 



A-13-12



 


EXHIBIT A-14

 

FORM OF CLASS F-RR CERTIFICATE

 

CLASS F-RR

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS F-RR

 

THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE.  THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT.

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE

 

 


 



 

1       Temporary Regulation S Book-Entry Certificate legend.

 

2       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 



A-14-1



 


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 MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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

 

 


 



 

3       Book-Entry Certificate legend.

 



A-14-2



 


ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-14-3



 


	
PASS-THROUGH RATE: [THE WEIGHTED AVERAGE NET MORTGAGE RATE4]

 

DENOMINATION:  $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS F-RR CERTIFICATES
AS OF THE CLOSING DATE:  $21,606,000

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  LNR PARTNERS, LLC

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.:   36261PAG7[144A]

                       36261PAH5[IAI]

                       U04079AD8[RegS]

 

ISIN NO.:  US36261PAG72[144A]

                   US36261PAH55[IAI]

                   USU04079AAD89[RegS]

 

COMMON CODE NO.:  207852376[144A]
                                         207852627[RegS]

 

CERTIFICATE NO.:  [F-RR-1] [F-RR-S-1]




 

 


 



 

4  The initial approximate Pass-Through Rate as of the Closing Date is 3.8063%.

 



A-14-4



 


CLASS F-RR CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class F-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class F-RR Certificates.  The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class F-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each

 



A-14-5



 


Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 



A-14-6



 


Subject to the terms of the Pooling and Servicing Agreement, the Class F-RR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)      to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 



A-14-7



 


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party

 



A-14-8



 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 



A-14-9



 


Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-14-10



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS F-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-14-11



 


ABBREVIATIONS

 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                             

 

 

(Please insert Social Security or other identifying number of Assignee)

 

 

(Please print or typewrite name and address of assignee)

 

 

 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-14-12



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution: 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.  Statements should be mailed to _______________________________________________________________.  This information is provided by assignee named above, or ______________________________, as its agent.

 



A-14-13



 



 


EXHIBIT A-15

 

FORM OF CLASS G-RR CERTIFICATE

 

CLASS G-RR

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS G-RR

 

THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT.

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE

 


 



 


1 
     Temporary Regulation S Book-Entry Certificate legend.

 

2 
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 



A-15-1



 

 
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 MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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

 


 



 


3 
   Book-Entry Certificate legend.

 



A-15-2




 




 

ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-15-3



 


	
PASS-THROUGH RATE: [THE WEIGHTED AVERAGE NET MORTGAGE RATE4]

 

DENOMINATION: $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS G-RR CERTIFICATES
AS OF THE CLOSING DATE: $8,642,000

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: LNR PARTNERS, LLC

 

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAJ1[144A]
36261PAK8[IAI]
U04079AE6[RegS]

 

ISIN NO.:   US36261PAJ12[144A]
US36261PAK84[IAI]
USU04079AE62[RegS]

 

COMMON CODE NO.: 207852384[144A]
207852759[RegS]

 

CERTIFICATE NO.: [G-RR-1] [G-RR-S-1]




 


 



 


		4	The
initial approximate Pass-Through Rate as of the Closing Date is 3.8063%.


 



A-15-4



 


CLASS G-RR CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class G-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class G-RR Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each

 



A-15-5



 


Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 



A-15-6



 


Subject to the terms of the Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)      to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)    to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 



A-15-7



 


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party

 



A-15-8



 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)      amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 



A-15-9



 


Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-15-10



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-15-11



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  



 



A-15-12



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-15-13



 


EXHIBIT A-16

 

FORM OF CLASS H-RR CERTIFICATE

 

CLASS H-RR

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS H-RR

 

THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE RISK RETENTION RULE. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH THE TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.03(I) OF THE POOLING AND SERVICING AGREEMENT.

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE

 


 



 


1 
      Temporary Regulation S Book-Entry Certificate legend.

 

2 
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 

 

A-16-1



 


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 MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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 

 


 



 


3     
 Book-Entry Certificate legend.

 

 

A-16-2



 


ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F-RR AND CLASS G-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-16-3



 


	
PASS-THROUGH RATE: [THE WEIGHTED AVERAGE NET MORTGAGE RATE4]

 

DENOMINATION: $[______]

 

DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS H-RR CERTIFICATES
AS OF THE CLOSING DATE: $33,489,960

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: LNR PARTNERS, LLC

 

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAL6[144A]
36261PAM4[IAI]
U04079AF3[RegS]

 

ISIN NO.:   US36261PAL67[144A]
US36261PAM41[IAI]
US U04079AF38[RegS]

 

COMMON CODE NO.: 207852392[144A]
207852848[RegS]

 

CERTIFICATE NO.: [H-RR-1] [H-RR-S-1]




 


 



 


		4	The
initial approximate Pass-Through Rate as of the Closing Date is 3.8063%.


 



A-16-4



 


CLASS H-RR CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class H-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class H-RR Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class H-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each

 



A-16-5



 


Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 



A-16-6



 


Subject to the terms of the Pooling and Servicing Agreement, the Class H-RR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 



A-16-7



 


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party

 



A-16-8



 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)      reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 



A-16-9



 


Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-16-10



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS H-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-16-11



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  



 



A-16-12



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-16-13



 


EXHIBIT A-17

 

FORM OF CLASS R CERTIFICATE

 

CLASS R

 

GS MORTGAGE SECURITIES TRUST 2019-GSA1

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2019-GSA1, CLASS R

 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

 

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.

 

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)

 



A-17-1



 


(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.

 

THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE PSA, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.

 



A-17-2



 


	
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

 

DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

 

CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: NOVEMBER 8, 2019

 

FIRST DISTRIBUTION DATE:
DECEMBER 12, 2019

 

CLASS R PERCENTAGE INTEREST: [100%]

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: LNR PARTNERS, LLC

 

TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC

 

ASSET REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 36261PAN2[144A]
36261PAP7[IAI]
U04079AG1[RegS]

 

ISIN NO.:   US36261PAN24[144A]
US36261PAP71[IAI]
USU04079AG11[RegS]

 

CERTIFICATE NO.: R-1




 



A-17-3



 


CLASS R CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by

 

GS MORTGAGE SECURITIES CORPORATION II

 

THIS CERTIFIES THAT CITIBANK, N.A. is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative” within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably appointed and shall perform all the duties of the “tax matters person” and the “partnership representative” of each Trust REMIC.

 

Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are payable in the coin or

 



A-17-4



 


currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within 6 months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Each Person who has or acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either (including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or using

 



A-17-5



 


the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and that it agrees to be bound by and to abide by the provisions of Section 5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false.

 

The Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;

 

(iii)    to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 



A-17-6



 


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency;

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and, with respect to a Serviced Whole Loan, Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency; provided that such amendment or supplement shall not adversely affect in any material respect the the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any applicable Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with respect to a Serviced Whole Loan, each Companion Loan Rating Agency has delivered a Companion Loan Rating Agency Confirmation;;

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 



A-17-7



 


(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

 

(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the Pooling and Servicing Agreement or the related risk retention agreement without the consent of the Retaining Party.

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in the case of a Class of Certificateholders, in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)      amend the Servicing Standard without, in each case, the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and, with respect to a Serviced Whole Loan, receipt of Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency and, if required under the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate

 



A-17-8



 


Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Pari Passu Companion Loan(s).

 

The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Owner shall have the right to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement, provided that the Master Servicer is paid a fee equal to (i) the product of (x) the Prime Rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360.

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-17-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 

Dated:    November 8, 2019

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
AUTHORIZED SIGNATORY




 



A-17-10



 


ABBREVIATIONS

 

The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:   

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list. 

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 


 



(Please insert Social Security or other identifying number of Assignee)

 


 



(Please print or typewrite name and address of assignee)

 


 



 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.  



 



A-17-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent.

 



A-17-12



 


 

EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1


    


    


 

GSMS 2019-GSA1

Exhibit
B - Mortgage Loan Schedule - All Loan Sellers


 

	
Control Number

	
Footnotes

	
Loan Number

	
Property Name

	
Borrower Name

	
Address

	
City

	
State

	
County

	
Zip Code

	
Mortgage Loan Rate (%)

	
Net Mortgage Loan Rate (%)

	
Original Balance ($)

	
Cut-Off Date Balance ($)

	
Original Term To Maturity (Mos.)

	
Remaining Term To Maturity (Mos.)

	
Maturity Date

	
Original Amortization Term (Mos.)


	
1

	
3, 4

	
AREF1

	
SoCal Retail Portfolio

	
Iris19 LP; Azalea19 LP; Camellia19 LP; Magnolia19 LP; Carnation19 LP; Lilac19 LP; Lily19 LP; Dahlia19 LP; Marigold19 LP; Lavender19 LP; Primrose19 LP; Gardenia19 LP; Orchid19 LP; Daphne19 LP; Tulip19 LP

	
 

	
 

	
 

	
 

	
 

	
4.05900%

	
4.04302%

	
50,000,000.00

	
50,000,000.00

	
120

	
114

	
5/6/2029

	
0


	
1.01

	
 

	
AREF1.01

	
The Springs

	
 

	
5200 Ramon Road

	
Palm Springs

	
California

	
Riverside

	
92264

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.02

	
 

	
AREF1.02

	
Summerwood

	
 

	
4124-4267 Woodruff Avenue 

	
Lakewood

	
California

	
Los Angeles

	
90713

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.03

	
 

	
AREF1.03

	
Food 4 Less – Target Center

	
 

	
6700, 6730 & 6750 Cherry Avenue

	
Long Beach

	
California

	
Los Angeles

	
90805

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.04

	
 

	
AREF1.04

	
El Super Center

	
 

	
1251-1289 North Hacienda Boulevard

	
La Puente

	
California

	
Los Angeles

	
91744

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.05

	
 

	
AREF1.05

	
Island Plaza

	
 

	
1512-1524 East Amar Road and 2500-2548 South Azusa Avenue

	
West Covina

	
California

	
Los Angeles

	
91792

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.06

	
 

	
AREF1.06

	
Baldwin Park Promenade

	
 

	
3111-3151 Baldwin Park

	
Baldwin Park

	
California

	
Los Angeles

	
91706

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.07

	
 

	
AREF1.07

	
Lynwood Plaza

	
 

	
10821 Long Beach Boulevard and 3157 Pluma Street

	
Lynwood

	
California

	
Los Angeles

	
90262

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.08

	
 

	
AREF1.08

	
El Cajon (CVS)

	
 

	
426-450 East Chase Avenue

	
El Cajon

	
California

	
San Diego

	
92020

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.09

	
 

	
AREF1.09

	
Loma Vista

	
 

	
16055-16075 Foothill Boulevard

	
Fontana

	
California

	
San Bernardino

	
92335

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.10

	
 

	
AREF1.10

	
MLK Medical

	
 

	
3820-3840 Martin Luther King Jr. Boulevard

	
Lynwood

	
California

	
Los Angeles

	
90262

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.11

	
 

	
AREF1.11

	
Hawthorne Plaza

	
 

	
14401-14441 Inglewood Avenue

	
Hawthorne

	
California

	
Los Angeles

	
90250

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.12

	
 

	
AREF1.12

	
Five Points Plaza

	
 

	
505-515 and 523-595 South Riverside Avenue

	
Rialto

	
California

	
San Bernardino

	
92376

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.13

	
 

	
AREF1.13

	
Towne Center Square

	
 

	
11098 Foothill Boulevard

	
Rancho Cucamonga

	
California

	
San Bernardino

	
91730

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.14

	
 

	
AREF1.14

	
Camarillo

	
 

	
660 East Ventura

	
Camarillo

	
California

	
Ventura

	
93010

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2

	 	
28095579

	
One and Olney Shopping Center

	
BLDG-ICS Olney, LLC and O&O Owner, LLC

	
5675 North Front Street

	
Philadelphia

	
Pennsylvania

	
Philadelphia

	
19120

	
3.48000%

	
3.46402%

	
50,000,000.00

	
50,000,000.00

	
120

	
119

	
10/6/2029

	
0


	
3

	
5, 6

	
AREF2

	
1950-2000 Alameda de las Pulgas

	
Alameda Fields-1, LLC

	
1950-2000 Alameda De Las Pulgas

	
San Mateo

	
California

	
San Mateo

	
94403

	
3.78000%

	
3.76402%

	
49,850,000.00

	
49,850,000.00

	
120

	
119

	
10/6/2029

	
0


	
4

	 	
AREF3

	
Mediterranean Apartments

	
MED (DE), LLC

	
11555 Santa Gertrudes Avenue

	
Whittier

	
California

	
Los Angeles

	
90604

	
3.88000%

	
3.86402%

	
37,500,000.00

	
37,500,000.00

	
120

	
119

	
10/6/2029

	
0


	
5

	
3, 7

	
AREF4

	
New Jersey Center of Excellence

	
COE Bridgewater LLC

	
1041 Route 202/206

	
Bridgewater

	
New Jersey

	
Somerset

	
08807

	
3.73000%

	
3.71402%

	
36,480,000.00

	
36,480,000.00

	
120

	
117

	
8/6/2029

	
0


	
6

	
3, 8

	
26888508

	
Millennium Park Plaza

	
Millennium Park Plaza I LLC

	
151-155 North Michigan Avenue

	
Chicago

	
Illinois

	
Cook

	
60601

	
3.66000%

	
3.64527%

	
35,000,000.00

	
35,000,000.00

	
120

	
117

	
8/6/2029

	
0


	
7

	
3, 9, 10

	
27917917

	
19100 Ridgewood

	
Maratonio Property LLC

	
19100 Ridgewood Parkway

	
San Antonio

	
Texas

	
Bexar

	
78259

	
3.65000%

	
3.63402%

	
35,000,000.00

	
35,000,000.00

	
120

	
118

	
9/6/2029

	
0


	
8

	
3, 11, 12

	
SMC1

	
Bushwick Avenue Portfolio

	
Bushwick Realty Holdings LLC

	
 

	
 

	
 

	
 

	
 

	
3.71000%

	
3.69527%

	
35,000,000.00

	
35,000,000.00

	
120

	
118

	
9/6/2029

	
0


	
8.01

	
 

	
SMC1.01

	
340 Evergreen Avenue

	
 

	
340 Evergreen Avenue

	
Brooklyn

	
New York

	
Kings

	
11221

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.02

	
 

	
SMC1.02

	
871 Bushwick Avenue

	
 

	
871 Bushwick Avenue

	
Brooklyn

	
New York

	
Kings

	
11221

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.03

	
 

	
SMC1.03

	
889 Bushwick Avenue

	
 

	
889 Bushwick Avenue

	
Brooklyn

	
New York

	
Kings

	
11221

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
9

	
13

	
AREF5

	
Dorel Laredo

	
Laredo Apartments I, LLC

	
302 Bob Bullock Loop

	
Laredo

	
Texas

	
Webb

	
78043

	
3.68000%

	
3.64652%

	
30,500,000.00

	
30,500,000.00

	
120

	
119

	
10/6/2029

	
0


	
10

	
14

	
28103145

	
Quebec Square at Stapleton

	
ALTO Quebec Square, LP

	
7306-7557 East 36th Avenue

	
Denver

	
Colorado

	
Denver

	
80238

	
3.52000%

	
3.50402%

	
28,000,000.00

	
28,000,000.00

	
84

	
83

	
10/6/2026

	
360


	
11

	
3, 11, 15, 16

	
SMC2

	
Hilton Portfolio

	
Williamsport Inn, LLC, Bartonsville Inn & Suites, LLC, Faxon Inn & Suites, LLC, Leesburg Inn & Suites, LLC, Leesburg Extended Suites, LLC, Kinderton Inn, LLC and Ocala Inn & Suites, LLC

	
 

	
 

	
 

	
 

	
 

	
4.30000%

	
4.28527%

	
26,000,000.00

	
26,000,000.00

	
120

	
118

	
9/6/2029

	
360


	
11.01

	
 

	
SMC2.01

	
Hampton Inn Bartonsville

	
 

	
700 Commerce Boulevard

	
Stroudsburg

	
Pennsylvania

	
Monroe

	
18360

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.02

	
 

	
SMC2.02

	
Homewood Suites Leesburg

	
 

	
115 Fort Evans Road Northeast

	
Leesburg

	
Virginia

	
Loudoun

	
20176

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.03

	
 

	
SMC2.03

	
Hampton Inn Leesburg

	
 

	
117 Fort Evans Road Northeast

	
Leesburg

	
Virginia

	
Loudoun

	
20176

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.04

	
 

	
SMC2.04

	
Hampton Inn Faxon

	
 

	
66 Liberty Lane

	
Williamsport

	
Pennsylvania

	
Lycoming

	
17701

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.05

	
 

	
SMC2.05

	
Homewood Suites Ocala

	
 

	
4610 Southwest 49th Road

	
Ocala

	
Florida

	
Marion

	
34474

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.06

	
 

	
SMC2.06

	
Hampton Inn Williamsport

	
 

	
140 Via Bella Street

	
Williamsport

	
Pennsylvania

	
Lycoming

	
17701

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.07

	
 

	
SMC2.07

	
Hampton Inn Bermuda Run

	
 

	
196 NC Highway 801 North

	
Bermuda Run

	
North Carolina

	
Davie

	
27006

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12

	
3, 17

	
AREF6

	
Washington Avenue Portfolio

	
Urban Properties, LLC

	
 

	
 

	
 

	
 

	
 

	
3.40000%

	
3.38402%

	
26,000,000.00

	
26,000,000.00

	
120

	
119

	
10/6/2029

	
0


	
12.01

	
 

	
AREF6.01

	
Washington Avenue Properties

	
 

	
5002, 5023, 5101, 5102, 5219, 5316, 5317 and 5334 Washington Avenue

	
Houston

	
Texas

	
Harris

	
77007

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12.02

	
 

	
AREF6.02

	
319 Saint Emanuel

	
 

	
319 Saint Emanuel Street

	
Houston

	
Texas

	
Harris

	
77002

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12.03

	
 

	
AREF6.03

	
16210 Clay

	
 

	
16210 Clay Road

	
Houston

	
Texas

	
Harris

	
77084

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
13

	
18

	
AREF7

	
Celebration Suites

	
T Old Town, LLC

	
5820 West Irlo Bronson Memorial Highway

	
Kissimmee

	
Florida

	
Osceola

	
34746

	
4.15000%

	
4.13402%

	
25,500,000.00

	
25,500,000.00

	
120

	
119

	
10/6/2029

	
0


	
14

	
3, 19, 20

	
26552124

	
Grand Canal Shoppes

	
Grand Canal Shops II, LLC and The Shoppes at the Palazzo, LLC

	
3327 & 3377 Las Vegas Boulevard South

	
Las Vegas

	
Nevada

	
Clark

	
89109

	
3.74080%

	
3.72482%

	
25,000,000.00

	
25,000,000.00

	
120

	
116

	
7/1/2029

	
0


	
15

	
3, 17, 21

	
AREF8

	
East Village Multifamily Portfolio

	
Village JV 129 First Avenue LLC, Village JV 143 First Avenue LLC, Village JV 165 Avenue A LLC, Village JV 191-193 Avenue A LLC, Village JV 201 East 2nd LLC, Village JV 211 Avenue A LLC, Village JV 435 East 12th LLC and Village JV 500 East 11th LLC

	
 

	
 

	
 

	
 

	
 

	
3.34000%

	
3.32402%

	
25,000,000.00

	
25,000,000.00

	
120

	
119

	
10/6/2029

	
0


	
15.01

	
 

	
AREF8.01

	
165-167 Avenue A

	
 

	
165-167 Avenue A

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.02

	
 

	
AREF8.02

	
211 Avenue A

	
 

	
211 Avenue A

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.03

	
 

	
AREF8.03

	
201 East 2nd Street

	
 

	
201 East 2nd Street

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.04

	
 

	
AREF8.04

	
500 East 11th Street

	
 

	
500 East 11th Street

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.05

	
 

	
AREF8.05

	
191-193 Avenue A

	
 

	
191-193 Avenue A

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.06

	
 

	
AREF8.06

	
143 First Avenue

	
 

	
143 First Avenue

	
New York

	
New York

	
New York

	
10003

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.07

	
 

	
AREF8.07

	
129 First Avenue

	
 

	
129 First Avenue

	
New York

	
New York

	
New York

	
10003

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.08

	
 

	
AREF8.08

	
435 East 12th Street

	
 

	
435 East 12th Street

	
New York

	
New York

	
New York

	
10009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
16

	 	
AREF9

	
709 Science Drive

	
709 Science Property, LLC

	
709 Science Drive

	
Moorpark

	
California

	
Ventura

	
93021

	
3.95000%

	
3.93402%

	
22,350,000.00

	
22,287,361.14

	
120

	
118

	
9/6/2029

	
360


	
17

	
22, 23

	
AREF10

	
Hotel Clermont

	
Hotel Clermont, LLC

	
789 Ponce de Leon Avenue Northeast

	
Atlanta

	
Georgia

	
Fulton

	
30306

	
4.35000%

	
4.33402%

	
22,000,000.00

	
22,000,000.00

	
120

	
120

	
11/6/2029

	
360


	
18

	
24, 25

	
AREF11

	
Tulsa Hotel Portfolio

	
Tulso, LLC and Tulht, LLC

	
 

	
 

	
 

	
 

	
 

	
4.10000%

	
4.08402%

	
21,000,000.00

	
21,000,000.00

	
120

	
120

	
11/6/2029

	
330


	
18.01

	
 

	
AREF11.01

	
Hampton Inn and Suites Tulsa

	
 

	
7004 South Olympia Avenue

	
Tulsa

	
Oklahoma

	
Tulsa

	
74132

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.02

	
 

	
AREF11.02

	
Home2 Suites by Hilton Tulsa

	
 

	
6910 South Olympia Avenue

	
Tulsa

	
Oklahoma

	
Tulsa

	
74132

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
19

	 	
AREF12

	
Sunrise Apartments

	
SF (DE), LLC

	
2104 South Lewis Street

	
Anaheim

	
California

	
Orange

	
92802

	
3.44000%

	
3.42402%

	
19,800,000.00

	
19,800,000.00

	
120

	
119

	
10/6/2029

	
0


	
20

	 	
AREF13

	
Bergen Grand

	
Bergen Ave Investments LLC

	
429 Bergen Avenue

	
Jersey City

	
New Jersey

	
Hudson

	
07304

	
4.08000%

	
4.06402%

	
18,750,000.00

	
18,750,000.00

	
120

	
119

	
10/6/2029

	
0


	
21

	 	
AREF14

	
Lakeview Apartments

	
St Leonia, LLC and Puck Leonia, LLC

	
96 East Lakeview Avenue

	
Leonia

	
New Jersey

	
Bergen

	
07605

	
3.62500%

	
3.60902%

	
18,500,000.00

	
18,500,000.00

	
120

	
119

	
10/6/2029

	
0


	
22

	
3

	
26969050

	
USAA Office Portfolio

	
JDM Legacy TX, LLC and JDM Crosstown FL, LLC

	
 

	
 

	
 

	
 

	
 

	
3.37000%

	
3.35527%

	
15,000,000.00

	
15,000,000.00

	
121

	
117

	
8/6/2029

	
0


	
22.01

	
 

	
26969050

	
Legacy Corporate Centre I & II

	
 

	
5601 Legacy Drive and 7300 Parkwood Boulevard

	
Plano

	
Texas

	
Collin

	
75024

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.02

	
 

	
26969050

	
Crosstown Center I

	
 

	
9527 Delaney Creek Boulevard

	
Tampa

	
Florida

	
Hillsborough

	
33619

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.03

	
 

	
26969050

	
Crosstown Center II

	
 

	
9519 Delaney Creek Boulevard

	
Tampa

	
Florida

	
Hillsborough

	
33619

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.04

	
 

	
26969050

	
Legacy Corporate Centre III

	
 

	
7400 Parkwood Boulevard

	
Plano

	
Texas

	
Collin

	
75024

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
23

	
26

	
AREF15

	
Hyatt House RDU Raleigh

	
Chhabra Properties 19 LLC

	
10030 Sellona Street

	
Raleigh

	
North Carolina

	
Wake

	
27617

	
4.15000%

	
4.13402%

	
15,000,000.00

	
14,980,688.67

	
120

	
119

	
10/6/2029

	
360


	
24

	 	
SMC3

	
CubeSmart North Bergen

	
2425 North Bergen Self Storage, LLC

	
2425 Tonnelle Avenue

	
North Bergen

	
New Jersey

	
Hudson

	
07047

	
3.58900%

	
3.57302%

	
14,500,000.00

	
14,500,000.00

	
120

	
118

	
9/6/2029

	
360


	
25

	
3, 17, 21

	
AREF16

	
American Metro Center

	
240 Princeton Urban Renewal, L.L.C.

	
100, 200, 300 American Metro Boulevard

	
Hamilton

	
New Jersey

	
Mercer

	
08619

	
4.15000%

	
4.13402%

	
13,200,000.00

	
13,200,000.00

	
120

	
119

	
10/6/2029

	
0


	
26

	 	
SMC4

	
Windgate Crossing

	
Windgate Crossing Delaware, LLC

	
10110 & 10160 East Bell Road & 17050-17060 North Thompson Peak Parkway

	
Scottsdale

	
Arizona

	
Maricopa

	
85255

	
3.74000%

	
3.72402%

	
12,500,000.00

	
12,500,000.00

	
120

	
119

	
10/6/2029

	
0


	
27

	
27, 28

	
SMC5

	
Bluebonnet Village

	
Bluebonnet Village, LLC

	
7512-7587 Bluebonnet Boulevard and 7750-7762 Bluebonnet Boulevard

	
Baton Rouge

	
Louisiana

	
East Baton Rouge

	
70810

	
4.25000%

	
4.18402%

	
11,720,000.00

	
11,720,000.00

	
120

	
118

	
9/6/2029

	
360


	
28

	 	
AREF17

	
106 Apple Street

	
Apple Street Holdings LLC

	
106 Apple Street

	
Tinton Falls

	
New Jersey

	
Monmouth

	
07724

	
3.75000%

	
3.73402%

	
11,500,000.00

	
11,500,000.00

	
120

	
120

	
11/6/2029

	
0


	
29

	 	
AREF18

	
Glendale Galleria

	
Glendale Galleria Center, LLC

	
5680, 5734, 5740, 5800, 5810 & 5820 West Peoria Avenue and 10635 North 59th Avenue

	
Glendale

	
Arizona

	
Maricopa

	
85302

	
3.94000%

	
3.92402%

	
10,360,000.00

	
10,360,000.00

	
120

	
119

	
10/6/2029

	
360


	
30

	
29

	
SMC6

	
Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

	
Green Oak Lodging, Inc. and Birch Run Lodge One, Inc.

	
 

	
 

	
 

	
 

	
 

	
4.55000%

	
4.53402%

	
10,250,000.00

	
10,232,895.95

	
120

	
119

	
10/6/2029

	
300


	
30.01

	
 

	
SMC6.01

	
Holiday Inn Express Birch Run

	
 

	
12150 Dixie Highway

	
Birch Run

	
Michigan

	
Saginaw

	
48415

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
30.02

	
 

	
SMC6.02

	
Holiday Inn Express Brighton

	
 

	
6910 Whitmore Lake Road

	
Brighton

	
Michigan

	
Livingston

	
48116

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
31

	 	
AREF19

	
180 N. Main Street

	
180 New City Realty LLC

	
180 North Main Street

	
New City

	
New York

	
Rockland

	
10956

	
4.43000%

	
4.41402%

	
10,200,000.00

	
10,200,000.00

	
120

	
118

	
9/6/2029

	
0


	
32

	 	
27989879

	
Werner Apartments

	
The Werner LLC

	
3046 17th Avenue West

	
Seattle

	
Washington

	
King

	
98119

	
3.61000%

	
3.59402%

	
10,110,000.00

	
10,110,000.00

	
120

	
118

	
9/6/2029

	
0


	
33

	 	
28002547

	
2929 East Camelback

	
CP62929, LLC

	
2929 East Camelback Road

	
Phoenix

	
Arizona

	
Maricopa

	
85016

	
3.53000%

	
3.46652%

	
9,425,000.00

	
9,425,000.00

	
120

	
118

	
9/6/2029

	
0


	
34

	
30

	
AREF20

	
338 South Avenue 17

	
338 South Avenue 16 LLC

	
338 Avenue 16 #17

	
Los Angeles

	
California

	
Los Angeles

	
90031

	
3.86500%

	
3.84902%

	
9,000,000.00

	
9,000,000.00

	
120

	
119

	
10/6/2029

	
0


	
35

	
31, 32

	
SMC7

	
Eastgate Center

	
East Gate Missoula Shopping Center, L.L.C.

	
1001 East Broadway Street

	
Missoula

	
Montana

	
Missoula

	
59802

	
4.15600%

	
4.14002%

	
8,000,000.00

	
8,000,000.00

	
120

	
119

	
10/6/2029

	
0


	
36

	 	
SMC8

	
1211 Newell Avenue

	
Silvio Uno, LLC

	
1211 Newell Avenue

	
Walnut Creek

	
California

	
Contra Costa

	
94596

	
4.00000%

	
3.98402%

	
6,900,000.00

	
6,900,000.00

	
120

	
118

	
9/6/2029

	
0


	
37

	
33

	
AREF21

	
Kingston Square

	
Kingston Square Associates LLC

	
2500 Eastern Boulevard

	
Springettsbury Township

	
Pennsylvania

	
York

	
17402

	
4.00000%

	
3.98402%

	
6,050,000.00

	
6,033,208.27

	
120

	
118

	
9/6/2029

	
360


	
38

	 	
SMC9

	
StorWise Self Storage Yuma

	
StorWise Yuma Arizona, LLC

	
3090 South Avenue 3 East

	
Yuma

	
Arizona

	
Yuma

	
85365

	
4.15000%

	
4.13402%

	
5,800,000.00

	
5,800,000.00

	
120

	
117

	
8/6/2029

	
360


	
39

	
34

	
27972752

	
South Shores Shopping Center

	
South Shores, LLC

	
8510, 8544 & 8574 West Lake Mead Boulevard

	
Las Vegas

	
Nevada

	
Clark

	
89128

	
3.75000%

	
3.73402%

	
5,740,000.00

	
5,723,279.34

	
120

	
118

	
9/6/2029

	
360


	
40

	 	
AREF22

	
1941 Old Cuthbert Road

	
HYK-Cherry Hill LLC

	
1941 Old Cuthbert Road

	
Cherry Hill

	
New Jersey

	
Camden

	
08034

	
3.85000%

	
3.83402%

	
5,000,000.00

	
5,000,000.00

	
120

	
118

	
9/6/2029

	
360


	
41

	
35

	
SMC10

	
Forum at Gilbert Ranch

	
CC Fund 1 Williams Field, LLC

	
1464, 1490 and 1524 East Williams Field Road

	
Gilbert

	
Arizona

	
Maricopa

	
85295

	
3.80000%

	
3.78402%

	
5,000,000.00

	
4,985,574.28

	
120

	
118

	
9/6/2029

	
360


	
42

	
36

	
AREF23

	
WestPark Industrial

	
AE Westpark LLC

	
3406 West Main Street

	
Tupelo

	
Mississippi

	
Lee

	
38801

	
4.10000%

	
4.08402%

	
4,760,000.00

	
4,753,805.20

	
120

	
119

	
10/6/2029

	
360


	
43

	 	
AREF24

	
North Loop Commons

	
Coral Loop Partners, LTD.

	
300 North Loop

	
Houston

	
Texas

	
Harris

	
77008

	
4.31000%

	
4.29402%

	
4,450,000.00

	
4,450,000.00

	
120

	
119

	
10/6/2029

	
0


	
44

	 	
AREF25

	
208 East 95th Street

	
208 E 95 Owners LLC

	
208 East 95th Street

	
New York

	
New York

	
New York

	
10128

	
4.60000%

	
4.58402%

	
4,400,000.00

	
4,400,000.00

	
120

	
117

	
8/6/2029

	
0


	
45

	
37

	
AREF26

	
Via Del Mar

	
P1 of 30 VDM, LLC

	
5850 FM 802

	
Brownsville

	
Texas

	
Cameron

	
78526

	
4.60000%

	
4.58402%

	
4,405,000.00

	
4,394,148.00

	
120

	
118

	
9/6/2029

	
360


	
46

	 	
SMC11

	
AAA Self Storage Greensboro

	
AAA Storage Management #16, LLC

	
5501 West Friendly Avenue

	
Greensboro

	
North Carolina

	
Guilford

	
27410

	
3.79600%

	
3.78002%

	
4,100,000.00

	
4,100,000.00

	
120

	
117

	
8/6/2029

	
360


	
47

	 	
SMC12

	
American Classic Self Storage

	
Centerville Storage, L.L.C.

	
1608 Centerville Turnpike

	
Virginia Beach

	
Virginia

	
Virginia Beach City

	
23464

	
3.70000%

	
3.68402%

	
4,000,000.00

	
4,000,000.00

	
120

	
117

	
8/6/2029

	
0


	
48

	 	
SMC13

	
AAA Self Storage Eastchester 

	
AAA Storage Management #24, LLC

	
2505 Eastchester Drive

	
High Point

	
North Carolina

	
Guilford

	
27265

	
3.70000%

	
3.64402%

	
3,600,000.00

	
3,600,000.00

	
120

	
118

	
9/6/2029

	
360


	
49

	 	
SMC14

	
StorWise Self Storage Carson City

	
StorWise Carson City, LLC

	
6300 Highway 50 East

	
Carson City

	
Nevada

	
Carson City

	
89701

	
4.15000%

	
4.13402%

	
2,200,000.00

	
2,200,000.00

	
120

	
117

	
8/6/2029

	
360






 




 






GSMS 2019-GSA1

Exhibit B - Mortgage Loan Schedule - All Loan Sellers

 

	
Control Number

	
Footnotes

	
Loan Number

	
Property Name

	
Remaining Amortization Term (Mos.)

	
Monthly Debt Service ($) (1)

	
Servicing Fee Rate (%)

	
Non-Serviced Primary Servicing Fee Rate (%)

	
Interest Accrual Method

	
Ownership Interest

	
Crossed Group

	
Originator

	
Mortgage Loan Seller

	
Carve-out Guarantor

	
Letter of Credit

	
Upfront RE Tax Reserve ($)

	
Ongoing RE Tax Reserve ($)

	
Upfront Insurance Reserve ($)

	
Ongoing Insurance Reserve ($)


	
1

	
3, 4

	
AREF1

	
SoCal Retail Portfolio

	
0

	
171,473.96

	
0.00250%

	
0.00250%

	
Actual/360

	
 

	
NAP

	
AREF

	
AREF

	
Mark Gabay

	
No

	
$680,769.69

	
$226,923.23

	
$0.00

	
$0.00


	
1.01

	
 

	
AREF1.01

	
The Springs

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.02

	
 

	
AREF1.02

	
Summerwood

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.03

	
 

	
AREF1.03

	
Food 4 Less – Target Center

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.04

	
 

	
AREF1.04

	
El Super Center

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.05

	
 

	
AREF1.05

	
Island Plaza

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.06

	
 

	
AREF1.06

	
Baldwin Park Promenade

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.07

	
 

	
AREF1.07

	
Lynwood Plaza

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.08

	
 

	
AREF1.08

	
El Cajon (CVS)

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.09

	
 

	
AREF1.09

	
Loma Vista

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.10

	
 

	
AREF1.10

	
MLK Medical

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.11

	
 

	
AREF1.11

	
Hawthorne Plaza

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.12

	
 

	
AREF1.12

	
Five Points Plaza

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.13

	
 

	
AREF1.13

	
Towne Center Square

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1.14

	
 

	
AREF1.14

	
Camarillo

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2

	 	
28095579

	
One and Olney Shopping Center

	
0

	
147,013.89

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
Daniel Massry, Isaac D. Massry and Mark E. Massry

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
3

	
5, 6

	
AREF2

	
1950-2000 Alameda de las Pulgas

	
0

	
159,208.44

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Roger Fields

	
No

	
$525,944.00

	
$65,743.00

	
$107,762.50

	
$0.00


	
4

	 	
AREF3

	
Mediterranean Apartments

	
0

	
122,934.03

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Kevin F. Jones, Louise A. Jones, Louise A. Jones as Trustee of the Thomas F. Jones Separate Property Trust

	
No

	
$82,623.32

	
$20,655.83

	
$45,829.00

	
$6,547.00


	
5

	
3, 7

	
AREF4

	
New Jersey Center of Excellence

	
0

	
114,966.89

	
0.00250%

	
0.00250%

	
Actual/360

	
Fee Simple

	
NAP

	
CREFI, AREF 

	
AREF

	
Joseph J. Sitt

	
No

	
$240,153.20

	
$120,076.60

	
$0.00

	
$0.00


	
6

	
3, 8

	
26888508

	
Millennium Park Plaza

	
0

	
108,232.64

	
0.00250%

	
0.00125%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
Donal P. Barry, Sr.

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
7

	
3, 9, 10

	
27917917

	
19100 Ridgewood

	
0

	
107,936.92

	
0.00250%

	
0.00250%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
USRA Net Lease III Capital Corp.

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
8

	
3, 11, 12

	
SMC1

	
Bushwick Avenue Portfolio

	
0

	
109,711.23

	
0.00250%

	
0.00125%

	
Actual/360

	
 

	
NAP

	
SMC

	
SMC

	
Joseph Brunner and Toby Mandel

	
No

	
$437,001.06

	
$145,667.02

	
$56,976.61

	
$8,718.57


	
8.01

	
 

	
SMC1.01

	
340 Evergreen Avenue

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.02

	
 

	
SMC1.02

	
871 Bushwick Avenue

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8.03

	
 

	
SMC1.03

	
889 Bushwick Avenue

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
9

	
13

	
AREF5

	
Dorel Laredo

	
0

	
94,832.41

	
0.02250%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Swapnil Agarwal

	
No

	
$615,295.63

	
$58,599.58

	
$61,306.11

	
$13,623.58


	
10

	
14

	
28103145

	
Quebec Square at Stapleton

	
360

	
126,045.32

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
ALTO Fund III Holding, LP

	
No

	
$657,811.75

	
$131,562.35

	
$16,932.00

	
$8,466.00


	
11

	
3, 11, 15, 16

	
SMC2

	
Hilton Portfolio

	
360

	
128,666.57

	
0.00250%

	
0.00125%

	
Actual/360

	
 

	
NAP

	
SMC

	
SMC

	
Daniel A. Klingerman

	
Yes ($1,000,000)

	
$393,717.05

	
$80,973.70

	
$37,611.50

	
$7,522.30


	
11.01

	
 

	
SMC2.01

	
Hampton Inn Bartonsville

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.02

	
 

	
SMC2.02

	
Homewood Suites Leesburg

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.03

	
 

	
SMC2.03

	
Hampton Inn Leesburg

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.04

	
 

	
SMC2.04

	
Hampton Inn Faxon

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.05

	
 

	
SMC2.05

	
Homewood Suites Ocala

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.06

	
 

	
SMC2.06

	
Hampton Inn Williamsport

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
11.07

	
 

	
SMC2.07

	
Hampton Inn Bermuda Run

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12

	
3, 17

	
AREF6

	
Washington Avenue Portfolio

	
0

	
74,689.81

	
0.00500%

	
0.00000%

	
Actual/360

	
 

	
NAP

	
AREF

	
AREF

	
Vinod Kewalramani

	
No

	
$574,345.83

	
$57,434.58

	
$31,530.97

	
$15,765.48


	
12.01

	
 

	
AREF6.01

	
Washington Avenue Properties

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12.02

	
 

	
AREF6.02

	
319 Saint Emanuel

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
12.03

	
 

	
AREF6.03

	
16210 Clay

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
13

	
18

	
AREF7

	
Celebration Suites

	
0

	
89,412.33

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Tabani T Investments, LLC

	
No

	
$292,181.64

	
$24,348.47

	
$28,235.31

	
$9,411.77


	
14

	
3, 19, 20

	
26552124

	
Grand Canal Shoppes

	
0

	
79,015.74

	
0.00250%

	
0.00250%

	
Actual/360

	
Fee Simple and Leasehold

	
NAP

	
GSBI, MSBNA, WFB, JPMCB

	
GSMC

	
BPR Nimbus LLC

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
15

	
3, 17, 21

	
AREF8

	
East Village Multifamily Portfolio

	
0

	
70,549.77

	
0.00250%

	
0.00250%

	
Actual/360

	
 

	
NAP

	
AREF

	
AREF

	
Seryl Kushner

	
No

	
$580,862.25

	
$129,080.50

	
$0.00

	
$0.00


	
15.01

	
 

	
AREF8.01

	
165-167 Avenue A

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.02

	
 

	
AREF8.02

	
211 Avenue A

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.03

	
 

	
AREF8.03

	
201 East 2nd Street

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.04

	
 

	
AREF8.04

	
500 East 11th Street

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.05

	
 

	
AREF8.05

	
191-193 Avenue A

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.06

	
 

	
AREF8.06

	
143 First Avenue

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.07

	
 

	
AREF8.07

	
129 First Avenue

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
15.08

	
 

	
AREF8.08

	
435 East 12th Street

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
16

	 	
AREF9

	
709 Science Drive

	
358

	
106,059.07

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Yaacov Brenenson, Fabien Elie Laskar, Menachem Eliyahu, Sholom Dov Ber Coleman and Shlomo Zalman Coleman

	
No

	
$157,547.16

	
$22,078.17

	
$24,077.99

	
$6,019.50


	
17

	
22, 23

	
AREF10

	
Hotel Clermont

	
360

	
109,518.59

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Philip Welker and Ethan S. Orley

	
No

	
$14,918.25

	
$4,972.75

	
$32,752.44

	
$4,678.92


	
18

	
24, 25

	
AREF11

	
Tulsa Hotel Portfolio

	
330

	
106,212.08

	
0.00500%

	
0.00000%

	
Actual/360

	
 

	
NAP

	
AREF

	
AREF

	
Aniketan H. Patel

	
No

	
$90,910.53

	
$10,101.17

	
$0.00

	
$0.00


	
18.01

	
 

	
AREF11.01

	
Hampton Inn and Suites Tulsa

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
18.02

	
 

	
AREF11.02

	
Home2 Suites by Hilton Tulsa

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
19

	 	
AREF12

	
Sunrise Apartments

	
0

	
57,548.33

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Kevin F. Jones, Louise A. Jones and Louise A. Jones, as Trustee of the Thomas F. Jones Separate Property Trust

	
No

	
$64,629.52

	
$16,157.38

	
$11,102.50

	
$2,220.50


	
20

	 	
AREF13

	
Bergen Grand

	
0

	
64,635.42

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Amir Ben-Yohanan, Abraham Gagin and Yuval Shram

	
No

	
$8,249.17

	
$8,249.17

	
$31,000.00

	
$2,583.33


	
21

	 	
AREF14

	
Lakeview Apartments

	
0

	
56,661.60

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Seryl Kushner

	
No

	
$24,485.92

	
$24,485.92

	
$0.00

	
$0.00


	
22

	
3

	
26969050

	
USAA Office Portfolio

	
0

	
42,710.07

	
0.00250%

	
0.00125%

	
Actual/360

	
 

	
NAP

	
GSBI

	
GSMC

	
JDM Real Estate Funds, LLC

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
22.01

	
 

	
26969050

	
Legacy Corporate Centre I & II

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.02

	
 

	
26969050

	
Crosstown Center I

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.03

	
 

	
26969050

	
Crosstown Center II

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
22.04

	
 

	
26969050

	
Legacy Corporate Centre III

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
23

	
26

	
AREF15

	
Hyatt House RDU Raleigh

	
359

	
72,915.50

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Gurbachan S. Chhabra

	
No

	
$118,510.92

	
$10,773.72

	
$21,717.72

	
$2,413.08


	
24

	 	
SMC3

	
CubeSmart North Bergen

	
360

	
65,833.98

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
SPT CRE Property Holdings 2015, LLC

	
No

	
$0.00

	
$25,385.71

	
$11,083.38

	
$1,583.33


	
25

	
3, 17, 21

	
AREF16

	
American Metro Center

	
0

	
46,284.03

	
0.00250%

	
0.00250%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Avrohom Prager

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
26

	 	
SMC4

	
Windgate Crossing

	
0

	
39,499.42

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Charles A. Byxbee

	
No

	
$5,263.38

	
$11,696.41

	
$8,018.00

	
$668.17


	
27

	
27, 28

	
SMC5

	
Bluebonnet Village

	
360

	
57,655.36

	
0.05500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Ted J. Duckworth, Breck R. Hines and John Michael Holtmann

	
No

	
$64,585.60

	
$6,458.56

	
$10,501.98

	
$5,250.99


	
28

	 	
AREF17

	
106 Apple Street

	
0

	
36,436.63

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Fishel Schlesinger

	
No

	
$33,013.90

	
$16,506.95

	
$33,099.95

	
$2,546.15


	
29

	 	
AREF18

	
Glendale Galleria

	
360

	
49,102.54

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
James Case

	
No

	
$14,534.08

	
$14,534.08

	
$5,189.25

	
$1,729.75


	
30

	
29

	
SMC6

	
Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

	
299

	
57,264.12

	
0.00500%

	
0.00000%

	
Actual/360

	
 

	
NAP

	
SMC

	
SMC

	
Malik Abdulnoor

	
No

	
$72,152.04

	
$18,923.76

	
$27,553.41

	
$4,041.63


	
30.01

	
 

	
SMC6.01

	
Holiday Inn Express Birch Run

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
30.02

	
 

	
SMC6.02

	
Holiday Inn Express Brighton

	
 

	
 

	
 

	
 

	
 

	
Fee Simple

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
31

	 	
AREF19

	
180 N. Main Street

	
0

	
38,177.99

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Dovie Sperlin

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
32

	 	
27989879

	
Werner Apartments

	
0

	
30,836.67

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
Brandon Kamin and Mark Kamin

	
No

	
$0.00

	
$9,200.44

	
$20,605.33

	
$1,287.83


	
33

	 	
28002547

	
2929 East Camelback

	
0

	
28,110.28

	
0.05250%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
Cupertino Partners VI

	
No

	
$124,347.27

	
$18,143.20

	
$0.00

	
$0.00


	
34

	
30

	
AREF20

	
338 South Avenue 17

	
0

	
29,390.10

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Daryoush Dayan

	
No

	
$67,699.40

	
$6,769.94

	
$65,928.75

	
$7,325.42


	
35

	
31, 32

	
SMC7

	
Eastgate Center

	
0

	
28,091.48

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
E. Stanley Kroenke

	
No

	
$0.00

	
$0.00

	
$0.00

	
$0.00


	
36

	 	
SMC8

	
1211 Newell Avenue

	
0

	
23,319.44

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
John Lotz and Kimberly Lotz

	
No

	
$67,015.60

	
$8,376.95

	
$19,715.02

	
$2,530.17


	
37

	
33

	
AREF21

	
Kingston Square

	
358

	
28,883.63

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Harry Tawil

	
No

	
$12,574.00

	
$12,574.00

	
$15,213.00

	
$2,535.50


	
38

	 	
SMC9

	
StorWise Self Storage Yuma

	
360

	
28,193.99

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Chad Haggar and Scott Warner

	
No

	
$33,009.42

	
$5,501.57

	
$2,280.74

	
$1,140.37


	
39

	
34

	
27972752

	
South Shores Shopping Center

	
358

	
26,582.83

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
GSBI

	
GSMC

	
Kamran Farhadi and Andrew Farhadi

	
No

	
$14,028.42

	
$2,004.06

	
$1,302.33

	
$1,302.33


	
40

	 	
AREF22

	
1941 Old Cuthbert Road

	
360

	
23,440.41

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Harold Kaufman

	
No

	
$47,183.10

	
$11,795.78

	
$10,687.33

	
$1,335.92


	
41

	
35

	
SMC10

	
Forum at Gilbert Ranch

	
358

	
23,297.87

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Jeffrey D. Levine and Mark Schulman

	
No

	
$25,586.10

	
$4,264.35

	
$4,529.52

	
$754.92


	
42

	
36

	
AREF23

	
WestPark Industrial

	
359

	
23,000.24

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Forrest Jinks and Mark Nelson

	
No

	
$21,006.70

	
$2,100.67

	
$9,727.00

	
$2,431.75


	
43

	 	
AREF24

	
North Loop Commons

	
0

	
16,204.90

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Randolph Wile

	
No

	
$87,034.17

	
$8,703.42

	
$4,829.42

	
$689.92


	
44

	 	
AREF25

	
208 East 95th Street

	
0

	
17,100.93

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Barry J. Leon

	
No

	
$36,515.52

	
$9,128.88

	
$4,906.74

	
$817.79


	
45

	
37

	
AREF26

	
Via Del Mar

	
358

	
22,581.98

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
AREF

	
AREF

	
Herman Askew Jr. and Gabriela Carias-Green

	
No

	
$85,824.00

	
$9,536.00

	
$5,315.08

	
$1,771.69


	
46

	 	
SMC11

	
AAA Self Storage Greensboro

	
360

	
19,094.92

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Sean P. Jones

	
No

	
$3,397.82

	
$3,397.82

	
$0.00

	
$0.00


	
47

	 	
SMC12

	
American Classic Self Storage

	
0

	
12,504.63

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
James Arnhold and Deborah Cox Wood

	
No

	
$16,135.53

	
$5,378.51

	
$7,930.98

	
$881.22


	
48

	 	
SMC13

	
AAA Self Storage Eastchester 

	
360

	
16,570.19

	
0.04500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Sean P. Jones and Chad Hockaday

	
No

	
$6,185.72

	
$3,092.86

	
$0.00

	
$0.00


	
49

	 	
SMC14

	
StorWise Self Storage Carson City

	
360

	
10,694.27

	
0.00500%

	
0.00000%

	
Actual/360

	
Fee Simple

	
NAP

	
SMC

	
SMC

	
Chad Haggar and Anna Volkoff

	
No

	
$3,423.54

	
$1,141.18

	
$1,521.20

	
$393.50








 




 




 




GSMS
2019-GSA1

Exhibit
B - Mortgage Loan Schedule - All Loan Sellers


 


	
Control Number

	
Footnotes

	
Loan Number

	
Property Name

	
Upfront Replacement Reserve ($)

	
Ongoing Replacement Reserve ($)

	
Replacement Reserve Caps ($)

	
Upfront TI/LC Reserve ($)

	
Ongoing TI/LC Reserve ($)

	
TI/LC Caps ($)

	
Upfront Debt Service Reserve ($)

	
Ongoing Debt Service Reserve ($)

	
Upfront Deferred Maintenance Reserve ($)

	
Ongoing Deferred Maintenance Reserve ($)

	
Upfront Environmental Reserve ($)

	
Ongoing Environmental Reserve ($)

	
Upfront Other Reserve ($)

	
Ongoing Other Reserve ($)

	
Other Reserve Description

	
Grace Period- Default

	
Grace Period- Late Fee

	
Cash Management

	
Lockbox

	
General Property Type

	
Prepayment Provision (2)

	
Units, Rooms, Sq Ft

	
Unit Description


	
1

	
3, 4

	
AREF1

	
SoCal Retail Portfolio

	
$0.00

	
$24,687.18

	
$592,492.40

	
$3,000,000.00

	
$123,435.92

	
$3,000,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$729,724.00

	
$0.00

	
Outstanding Free Rent Reserve

	
0

	
0

	
Springing

	
Hard

	
 

	
Lockout/30_>YM or 1%/85_0%/5

	
1,481,231 

	
sf


	
1.01

	
 

	
AREF1.01

	
The Springs

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
397,718 

	
sf


	
1.02

	
 

	
AREF1.02

	
Summerwood

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
178,770 

	
sf


	
1.03

	
 

	
AREF1.03

	
Food 4 Less – Target Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
196,436 

	
sf


	
1.04

	
 

	
AREF1.04

	
El Super Center

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
117,230 

	
sf


	
1.05

	
 

	
AREF1.05

	
Island Plaza

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
77,772 

	
sf


	
1.06

	
 

	
AREF1.06

	
Baldwin Park Promenade

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
49,906 

	
sf


	
1.07

	
 

	
AREF1.07

	
Lynwood Plaza

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
75,245 

	
sf


	
1.08

	
 

	
AREF1.08

	
El Cajon (CVS)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
29,986 

	
sf


	
1.09

	
 

	
AREF1.09

	
Loma Vista

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
97,547 

	
sf


	
1.10

	
 

	
AREF1.10

	
MLK Medical

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Office

	
 

	
32,500 

	
sf


	
1.11

	
 

	
AREF1.11

	
Hawthorne Plaza

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
70,750 

	
sf


	
1.12

	
 

	
AREF1.12

	
Five Points Plaza

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
89,537 

	
sf


	
1.13

	
 

	
AREF1.13

	
Towne Center Square

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
57,510 

	
sf


	
1.14

	
 

	
AREF1.14

	
Camarillo

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Retail

	
 

	
10,324 

	
sf


	
2

	 	
28095579

	
One and Olney Shopping Center

	
$0.00

	
$4,327.70

	
$259,662.00

	
$0.00

	
$17,445.60

	
$1,046,736.00

	
$0.00

	
$0.00

	
$8,690.00

	
$0.00

	
$0.00

	
$0.00

	
$41,269.07

	
$0.00

	
Unfunded Obligations Reserve

	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/25_Defeasance/90_0%/5

	
348,912 

	
sf


	
3

	
5, 6

	
AREF2

	
1950-2000 Alameda de las Pulgas

	
$0.00

	
$2,555.60

	
$153,336.00

	
$500,000.00

	
$0.00

	
$2,500,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$1,837,426.40

	
$0.00

	
Unfunded Obligations Reserve ($1,657,088.00), Free Rent Reserve ($180,338.40)

	
0

	
0

	
Springing

	
Hard

	
Office

	
Lockout/25_>YM or 2%/92_0%/3

	
153,336 

	
sf


	
4

	 	
AREF3

	
Mediterranean Apartments

	
$6,592.00

	
$6,592.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$119,812.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Multifamily

	
Lockout/25_Defeasance/91_0%/4

	
256 

	
Units


	
5

	
3, 7

	
AREF4

	
New Jersey Center of Excellence

	
$0.00

	
$24,878.00

	
$0.00

	
$0.00

	
$65,466.50

	
$3,142,392.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$3,849.17

	
$0.00

	
Condo Assessment Reserve

	
0

	
0

	
Springing

	
Hard

	
Mixed Use

	
Lockout/27_Defeasance/87_0%/6

	
785,598 

	
sf


	
6

	
3, 8

	
26888508

	
Millennium Park Plaza

	
$1,000,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$77,030.00

	
$0.00

	
Unfunded Obligations Reserve

	
0

	
2 business days grace, once per trailing 12-month period

	
Springing

	
Soft (Residential) / Hard (Nonresidential)

	
Mixed Use

	
Lockout/27_Defeasance/86_0%/7

	
560,083 

	
sf


	
7

	
3, 9, 10

	
27917917

	
19100 Ridgewood

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$90,127.48

	
$10,815,297.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
In Place

	
Hard

	
Office

	
Lockout/11_>YM or 1%/105_0%/4

	
618,017 

	
sf


	
8

	
3, 11, 12

	
SMC1

	
Bushwick Avenue Portfolio

	
$0.00

	
$3,717.00

	
$223,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
 

	
Lockout/26_Defeasance/88_0%/6

	
347,203 

	
sf


	
8.01

	
 

	
SMC1.01

	
340 Evergreen Avenue

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Multifamily

	
 

	
157,037 

	
sf


	
8.02

	
 

	
SMC1.02

	
871 Bushwick Avenue

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
140,510 

	
sf


	
8.03

	
 

	
SMC1.03

	
889 Bushwick Avenue

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Multifamily

	
 

	
49,656 

	
sf


	
9

	
13

	
AREF5

	
Dorel Laredo

	
$0.00

	
$8,854.17

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$58,610.00

	
$0.00

	
$0.00

	
$0.00

	
$4,004,279.20

	
$0.00

	
Renovation Reserve ($2,004,279.20), Earnout Reserve ($2,000,000)

	
0

	
0

	
Springing

	
Soft

	
Multifamily

	
Lockout/25_Defeasance/91_0%/4

	
424 

	
Units


	
10

	
14

	
28103145

	
Quebec Square at Stapleton

	
$0.00

	
$4,671.00

	
$168,000.00

	
$32,331.00

	
$0.00

	
$465,000.00

	
$0.00

	
$0.00

	
$38,665.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/25_Defeasance/55_0%/4

	
207,611 

	
sf


	
11

	
3, 11, 15, 16

	
SMC2

	
Hilton Portfolio

	
$0.00

	
$79,670.92

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
 

	
Lockout/26_Defeasance/90_0%/4

	
709 

	
Rooms


	
11.01

	
 

	
SMC2.01

	
Hampton Inn Bartonsville

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
109 

	
Rooms


	
11.02

	
 

	
SMC2.02

	
Homewood Suites Leesburg

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
91 

	
Rooms


	
11.03

	
 

	
SMC2.03

	
Hampton Inn Leesburg

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
101 

	
Rooms


	
11.04

	
 

	
SMC2.04

	
Hampton Inn Faxon

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
113 

	
Rooms


	
11.05

	
 

	
SMC2.05

	
Homewood Suites Ocala

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
99 

	
Rooms


	
11.06

	
 

	
SMC2.06

	
Hampton Inn Williamsport

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
110 

	
Rooms


	
11.07

	
 

	
SMC2.07

	
Hampton Inn Bermuda Run

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
86 

	
Rooms


	
12

	
3, 17

	
AREF6

	
Washington Avenue Portfolio

	
$0.00

	
$1,562.80

	
$37,507.00

	
$0.00

	
$8,333.33

	
$300,000.00

	
$0.00

	
$0.00

	
$52,187.50

	
$0.00

	
$0.00

	
$0.00

	
$845,458.00

	
$0.00

	
Unoccupied Premises Reserve ($595,458.00), Pub Heights Case Reserve ($250,000.00)

	
0

	
0

	
Springing

	
Hard

	
 

	
Lockout/25_Defeasance/91_0%/4

	
125,024 

	
sf


	
12.01

	
 

	
AREF6.01

	
Washington Avenue Properties

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
55,139 

	
sf


	
12.02

	
 

	
AREF6.02

	
319 Saint Emanuel

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Industrial

	
 

	
56,250 

	
sf


	
12.03

	
 

	
AREF6.03

	
16210 Clay

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Industrial

	
 

	
13,635 

	
sf


	
13

	
18

	
AREF7

	
Celebration Suites

	
$478,455.28

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$11,875.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Hard

	
Hospitality

	
Lockout/25_Defeasance/91_0%/4

	
550 

	
Rooms


	
14

	
3, 19, 20

	
26552124

	
Grand Canal Shoppes

	
$0.00

	
$0.00

	
$386,928.00

	
$12,309,694.00

	
$0.00

	
$2,321,544.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$1,218,246.00

	
$0.00

	
Gap Rent Reserve

	
2 business days grace, once per trailing 12-month period

	
0

	
Springing

	
Hard

	
Retail

	
Lockout/28_Defeasance/87_0%/5

	
759,891 

	
sf


	
15

	
3, 17, 21

	
AREF8

	
East Village Multifamily Portfolio

	
$0.00

	
$3,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Soft (Residential) / Hard (Nonresidential)

	
 

	
Lockout/25_Defeasance/91_0%/4

	
144 

	
Units


	
15.01

	
 

	
AREF8.01

	
165-167 Avenue A

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
17 

	
Units


	
15.02

	
 

	
AREF8.02

	
211 Avenue A

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
35 

	
Units


	
15.03

	
 

	
AREF8.03

	
201 East 2nd Street

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
25 

	
Units


	
15.04

	
 

	
AREF8.04

	
500 East 11th Street

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
24 

	
Units


	
15.05

	
 

	
AREF8.05

	
191-193 Avenue A

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
9 

	
Units


	
15.06

	
 

	
AREF8.06

	
143 First Avenue

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
8 

	
Units


	
15.07

	
 

	
AREF8.07

	
129 First Avenue

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Mixed Use

	
 

	
8 

	
Units


	
15.08

	
 

	
AREF8.08

	
435 East 12th Street

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Multifamily

	
 

	
18 

	
Units


	
16

	 	
AREF9

	
709 Science Drive

	
$0.00

	
$3,168.59

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$105,937.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
In Place

	
Hard

	
Industrial

	
Lockout/26_Defeasance/91_0%/3

	
253,487 

	
sf


	
17

	
22, 23

	
AREF10

	
Hotel Clermont

	
$0.00

	
$27,574.73

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Hospitality

	
Lockout/24_Defeasance/92_0%/4

	
94 

	
Rooms


	
18

	
24, 25

	
AREF11

	
Tulsa Hotel Portfolio

	
$950,000.00

	
$16,895.53

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Hard

	
 

	
Lockout/24_Defeasance/91_0%/5

	
197 

	
Rooms


	
18.01

	
 

	
AREF11.01

	
Hampton Inn and Suites Tulsa

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
101 

	
Rooms


	
18.02

	
 

	
AREF11.02

	
Home2 Suites by Hilton Tulsa

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
96 

	
Rooms


	
19

	 	
AREF12

	
Sunrise Apartments

	
$3,234.00

	
$3,234.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$6,750.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Multifamily

	
Lockout/25_Defeasance/91_0%/4

	
132 

	
Units


	
20

	 	
AREF13

	
Bergen Grand

	
$0.00

	
$1,500.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$1,875.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Multifamily

	
Lockout/25_Defeasance/91_0%/4

	
72 

	
Units


	
21

	 	
AREF14

	
Lakeview Apartments

	
$0.00

	
$2,208.33

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Soft

	
Multifamily

	
Lockout/25_Defeasance/91_0%/4

	
106 

	
Units


	
22

	
3

	
26969050

	
USAA Office Portfolio

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Hard

	
 

	
Lockout/11_>YM or 1%/106_0%/4

	
881,490 

	
sf


	
22.01

	
 

	
26969050

	
Legacy Corporate Centre I & II

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Office

	
 

	
238,926 

	
sf


	
22.02

	
 

	
26969050

	
Crosstown Center I

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Office

	
 

	
260,869 

	
sf


	
22.03

	
 

	
26969050

	
Crosstown Center II

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Office

	
 

	
236,550 

	
sf


	
22.04

	
 

	
26969050

	
Legacy Corporate Centre III

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Office

	
 

	
145,145 

	
sf


	
23

	
26

	
AREF15

	
Hyatt House RDU Raleigh

	
$0.00

	
$15,907.62

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Hospitality

	
Lockout/25_Defeasance/92_0%/3

	
130 

	
Rooms


	
24

	 	
SMC3

	
CubeSmart North Bergen

	
$0.00

	
$929.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
None

	
None

	
Self Storage

	
Lockout/26_Defeasance or >YM or 1%/88_0%/6

	
111,495 

	
sf


	
25

	
3, 17, 21

	
AREF16

	
American Metro Center

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Hard

	
Leased Fee

	
Lockout/25_Defeasance/92_0%/3

	
488,463 

	
sf


	
26

	 	
SMC4

	
Windgate Crossing

	
$0.00

	
$716.00

	
$0.00

	
$0.00

	
$3,254.00

	
$90,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$1,079,490.26

	
$0.00

	
Black Rock Coffee Reserve ($1,045,295.53), CVS Roof Replacement Reserve ($34,194.73)

	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/25_Defeasance/90_0%/5

	
39,042 

	
sf


	
27

	
27, 28

	
SMC5

	
Bluebonnet Village

	
$200,000.00

	
$0.00

	
$50,000.00

	
$300,000.00

	
$0.00

	
$200,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$225,000.00

	
$0.00

	
Allocated Tenant Reserve

	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/26_Defeasance/88_0%/6

	
101,419 

	
sf


	
28

	 	
AREF17

	
106 Apple Street

	
$0.00

	
$1,878.15

	
$0.00

	
$400,000.00

	
$9,390.75

	
$500,000.00

	
$0.00

	
$0.00

	
$40,937.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
5

	
0

	
Springing

	
Soft

	
Office

	
Lockout/24_Defeasance/92_0%/4

	
114,947 

	
sf


	
29

	 	
AREF18

	
Glendale Galleria

	
$16,625.00

	
$2,865.20

	
$68,764.80

	
$0.00

	
$6,474.27

	
$500,000.00

	
$0.00

	
$0.00

	
$33,375.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/25_Defeasance/91_0%/4

	
119,525 

	
sf


	
30

	
29

	
SMC6

	
Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

	
$0.00

	
$16,954.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
 

	
Lockout/25_Defeasance/90_0%/5

	
205 

	
Rooms


	
30.01

	
 

	
SMC6.01

	
Holiday Inn Express Birch Run

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
99 

	
Rooms


	
30.02

	
 

	
SMC6.02

	
Holiday Inn Express Brighton

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Hospitality

	
 

	
106 

	
Rooms


	
31

	 	
AREF19

	
180 N. Main Street

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Hard

	
Leased Fee

	
Lockout/26_Defeasance/91_0%/3

	
142,732 

	
sf


	
32

	 	
27989879

	
Werner Apartments

	
$0.00

	
$1,229.17

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$108,000.00

	
$0.00

	
Unfunded Obligations Reserve

	
0

	
0

	
Springing

	
Soft

	
Multifamily

	
Lockout/26_Defeasance/90_0%/4

	
59 

	
Units


	
33

	 	
28002547

	
2929 East Camelback

	
$0.00

	
$1,272.10

	
$0.00

	
$200,000.00

	
$9,540.75

	
$575,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
Office

	
Lockout/26_Defeasance/87_0%/7

	
76,326 

	
sf


	
34

	
30

	
AREF20

	
338 South Avenue 17

	
$0.00

	
$607.36

	
$0.00

	
$50,000.00

	
$0.00

	
$50,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Hard

	
Industrial

	
Lockout/25_Defeasance/91_0%/4

	
72,883 

	
sf


	
35

	
31, 32

	
SMC7

	
Eastgate Center

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$229,671.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/12_>YM or 1%/104_0%/4

	
76,557 

	
sf


	
36

	 	
SMC8

	
1211 Newell Avenue

	
$0.00

	
$417.00

	
$19,860.00

	
$0.00

	
$4,173.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Office

	
Lockout/26_Defeasance/90_0%/4

	
25,038 

	
sf


	
37

	
33

	
AREF21

	
Kingston Square

	
$0.00

	
$855.41

	
$0.00

	
$400,000.00

	
$0.00

	
$400,000.00

	
$0.00

	
$0.00

	
$97,762.50

	
$0.00

	
$0.00

	
$0.00

	
$14,788.00

	
$0.00

	
Gap Rent Reserve

	
0

	
0

	
Springing

	
Hard

	
Retail

	
Lockout/26_Defeasance/90_0%/4

	
68,433 

	
sf


	
38

	 	
SMC9

	
StorWise Self Storage Yuma

	
$0.00

	
$812.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Self Storage

	
Lockout/27_Defeasance/89_0%/4

	
97,496 

	
sf


	
39

	
34

	
27972752

	
South Shores Shopping Center

	
$0.00

	
$685.18

	
$0.00

	
$160,000.00

	
$5,138.88

	
$200,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
 

	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/26_Defeasance/87_0%/7

	
41,111 

	
sf


	
40

	 	
AREF22

	
1941 Old Cuthbert Road

	
$0.00

	
$1,041.15

	
$0.00

	
$0.00

	
$2,776.40

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$65,400.00

	
$0.00

	
Unfunded Obligations Reserve

	
0

	
0

	
Springing

	
Hard

	
Industrial

	
Lockout/26_Defeasance/90_0%/4

	
83,292 

	
sf


	
41

	
35

	
SMC10

	
Forum at Gilbert Ranch

	
$0.00

	
$432.00

	
$0.00

	
$50,000.00

	
$0.00

	
$50,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/26_Defeasance/89_0%/5

	
25,919 

	
sf


	
42

	
36

	
AREF23

	
WestPark Industrial

	
$0.00

	
$1,553.34

	
$0.00

	
$100,000.00

	
$0.00

	
$50,000.00

	
$0.00

	
$0.00

	
$36,312.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Soft

	
Industrial

	
Lockout/25_Defeasance/90_0%/5

	
310,667 

	
sf


	
43

	 	
AREF24

	
North Loop Commons

	
$0.00

	
$140.25

	
$0.00

	
$0.00

	
$935.00

	
$55,000.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Soft

	
Mixed Use

	
Lockout/25_Defeasance/91_0%/4

	
11,220 

	
sf


	
44

	 	
AREF25

	
208 East 95th Street

	
$0.00

	
$312.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$279,750.00

	
$0.00

	
Building Violations Reserve

	
0

	
0

	
Springing

	
Soft

	
Multifamily

	
Lockout/27_Defeasance/88_0%/5

	
15 

	
Units


	
45

	
37

	
AREF26

	
Via Del Mar

	
$52,032.00

	
$1,046.54

	
$125,000.00

	
$300,000.00

	
$0.00

	
$300,000.00

	
$0.00

	
$0.00

	
$27,187.50

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Retail

	
Lockout/26_Defeasance/90_0%/4

	
48,302 

	
sf


	
46

	 	
SMC11

	
AAA Self Storage Greensboro

	
$0.00

	
$481.00

	
$11,532.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
None

	
None

	
Self Storage

	
Lockout/27_Defeasance/89_0%/4

	
58,160 

	
sf


	
47

	 	
SMC12

	
American Classic Self Storage

	
$0.00

	
$764.00

	
$27,500.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
None

	
None

	
Self Storage

	
Lockout/27_Defeasance/89_0%/4

	
91,650 

	
sf


	
48

	 	
SMC13

	
AAA Self Storage Eastchester 

	
$0.00

	
$438.00

	
$10,510.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
None

	
None

	
Self Storage

	
Lockout/26_Defeasance/90_0%/4

	
52,550 

	
sf


	
49

	 	
SMC14

	
StorWise Self Storage Carson City

	
$0.00

	
$351.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	
$0.00

	 	
0

	
0

	
Springing

	
Springing

	
Self Storage

	
Lockout/27_Defeasance/89_0%/4

	
42,080 

	
sf






 




 






GSMS 2019-GSA1

Exhibit B - Mortgage Loan Schedule - All Loan Sellers

 

	
(1)

	
The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 


	
(2)

	
The open period is inclusive of the Maturity Date.


	
(3)

	
The Mortgage Loan is part of a whole loan structure. 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 Mortgage Loan and any related Pari Passu Companion Loans, but exclude any related Subordinate Companion Loans.


	
(4)

	
The Replacement Reserve Cap excludes the upfront deposit.


	
(5)

	
Beginning on the payment date occurring in December 2021, and on each payment date thereafter, an amount equal to $16,611.40; provided, however, in the event that the San Mateo County lease is renewed in the eighth year of the term of the 1950-2000 Alameda de las Pulgas Mortgage Loan, for a lease term of at least five additional years and at a rental amount at least equal to the rental amount then in effect at the time of such renewal, the monthly payment amount will be thereafter reduced to $8,333.50.


	
(6)

	
On the Due Date occurring in December 2021, and on each Due Date thereafter, if and to the extent the amount contained in the TI/LC reserve account is less than $2,500,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $16,611.40; provided, however, in the event that the San Mateo County lease is renewed in the eighth year of the term of the 1950-2000 Alameda de las Pulgas Mortgage Loan, for a lease term of at least five additional years and at a rental amount at least equal to the rental amount then in effect at the time of such renewal, the monthly payment amount will be thereafter reduced to $8,333.50.


	
(7)

	
The New Jersey Center of Excellence Whole Loan was co-originated by Citi Real Estate Funding Inc. and Argentic Real Estate Finance LLC.


	
(8)

	
The lockout period will be at least 27 payment dates beginning with and including the First Due Date in September 2019. For the purpose of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.


	
(9)

	
On each Due Date beginning with the First Due Date until the Marathon Petroleum lease is renewed with an expiration date on or after September 6, 2034 (the “Non-Renewal Period”), the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to (a) $1.75 times the SF of Building I and Building II (618,017 SF in the aggregate) divided by (b) 12. As of the Cut-off Date, the Ongoing TI/LC Reserve amount is $90,127.48.


	
(10)

	
During the Non-Renewal Period, the TI/LC Cap will be equal to $17.50 times the SF of Building I and Building II (618,017 SF in the aggregate). As of the Cut-off Date, the TI/LC Cap is $10,815,297.50.


	
(11)

	
The lockout period will be at least 26 payment dates beginning with and including the First Due Date in October 2019. For the purposes of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.


	
(12)

	
Ongoing RE Tax expected to decrease upon commencement of 421a.


	
(13)

	
With respect to the Dorel Laredo Mortgage Loan, the related borrower deposited $2,000,000 into an earnout reserve at origination. The Mortgage Loan documents provide that the lender will be required to apply the funds in such reserve to prepay a portion of the Mortgage Loan, and the borrower will be required to pay the yield maintenance premium applicable thereto, in the event that by October 6, 2021, the following performance standard has not been achieved: (i) no event of default or cash management period under the Mortgage Loan documents has occurred and is continuing; and (ii) the debt yield is at least 8.00%. The Debt Yield on Underwritten Net Operating Income, Cut-off Date LTV Ratio and LTV Ratio at Maturity without netting the earnout reserve are 8.3%, 74.6% and 74.6%, respectively.


	
(14)

	
On each Due Date, if and to the extent the net operating income is less than 90% of the Rollover Reserve NOI, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $12,976. “Rollover Reserve NOI” means 90% of the closing date NOI, which was $3,262,163 at Mortgage Loan origination; provided, to the extent any release parcel is released as described in the Mortgage Loan documents, the closing date NOI will be reduced by the allocable portion of the closing date NOI attributable to the applicable release parcel as set forth in the Mortgage Loan documents.


	
(15)

	
On each Due Date, the related borrower is required to deposit into an FF&E reserve account an amount equal to (i) one-twelfth of 4% of gross income for the prior calendar year for the first 33 months of the Hilton Portfolio Whole Loan term and (ii) one-twelfth of 5% of gross income for the prior calendar year thereafter.


	
(16)

	
A PIP reserve for potential PIP items is required by the applicable franchisor in connection with the renewal or replacement of the franchise agreement relating to the Hampton Inn Leesburg Mortgaged Property (the “Hampton Inn Leesburg PIP”). The borrowers are required to make monthly deposits in the amount of $77,800 per month beginning with the payment date in October 2019 and continuing through and including the payment date in June 2022 of the Hilton Portfolio Whole Loan term, subject to a $2,500,000 cap. Funds on deposit in the PIP reserve will be available to pay the costs associated with the Hampton Inn Leesburg PIP. Upon the completion of the Hampton Inn Leesburg PIP and payment in full of the costs related thereto, any funds remaining in this PIP reserve will be transferred to the FF&E reserve. In lieu of making the monthly PIP reserve payments, the borrowers will have the option of posting cash or multiple letters of credit in accordance with the following schedule: (i) $1,000,000 on the day of the closing of the Hilton Portfolio Whole Loan; (ii) $1,000,000 on or before the Hilton Portfolio Whole Loan payment date in September 2020 of the Hilton Portfolio Whole Loan term; and (iii) $500,000 on or before the Hilton Portfolio Whole Loan payment date in September 2021 of the Hilton Portfolio Whole Loan term. The borrowers posted a $1,000,000 letter of credit at origination of the Hilton Portfolio Whole Loan.


	
(17)

	
The lockout period will be at least 25 payment dates beginning with and including the First Due Date in November 2019. For the purpose of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.


	
(18)

	
Within 45 days after the end of the fiscal quarter ending in December 2020 and for each fiscal quarter thereafter, the borrower is required to satisfy the following: (i) deliver satisfactory evidence to the lender that no less than 5% of quarterly gross revenue (“Quarterly FF&E Amount”) has been paid on average by borrower during each fiscal quarter since the origination of the Mortgage Loan (commencing with the fiscal quarter ending in December 2020) and applied to approved capital/FF&E expenses at the Mortgaged Property and (ii) to the extent the borrower has not satisfied item (i), the borrower is required to deposit with the lender, to be held in the capital/FF&E reserve subaccount, an amount equal to the difference between the cumulative sum of the Quarterly FF&E Amount for each fiscal quarter that has elapsed since the origination of the Mortgage Loan (commencing with the fiscal quarter ending in December 2020) minus the actual amount of approved capital/FF&E expenses which have been incurred by the borrower during such period. To the extent the borrower fails to satisfy item (i) or (ii) within the time period specified in the Mortgage Loan documents, the borrower is required thereafter to pay to the lender, on each payment date, an amount equal to one-twelfth of 5.0% of the annual gross revenue (based on the prior year).


	
(19)

	
The lockout period will be at least 28 payment dates beginning with and including the First Due Date in August 2019. For the purpose of this prospectus, the assumed lockout period of 28 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.


	
(20)

	
The Grand Canal Shoppes Whole Loan was co-originated by Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, National Association and Goldman Sachs Bank USA.


	
(21)

	
The East Village Multifamily Portfolio whole loan and the American Metro Center whole loan, each a “servicing shift whole loan”, will initially be serviced by the master servicer and the special servicer pursuant to the pooling and servicing agreement for this transaction. From and after the date on which the related controlling companion loan is securitized (the “servicing shift securitization date”), it is anticipated that the related servicing shift whole loan will be serviced under, and by the master servicer designated in, the related pooling and servicing agreement entered into in connection with such securitization (the “servicing shift pooling and servicing agreement”). Prior to the related servicing shift securitization date, the related servicing shift whole loan will be a “serviced whole loan”. On and after the related servicing shift securitization date, the related servicing shift whole loan will be a “non-serviced whole loan”.


	
(22)

	
The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to one-twelfth of the greater of (i) four percent of total gross revenues of the Mortgaged Property (based on the prior year), or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E (initially $27,574.73).


	
(23)

	
The borrower will pay to the lender, on each Due Date, an amount equal to the greater of one-twelfth of (i)(a) for the Due Dates from December, 2019 through November, 2022, three percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of October 31 (initially $27,574.73 per month) and, (b) commencing December 6, 2022 and for each remaining Due Date thereafter during the Mortgage Loan term, four percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of October 31, for the replacement of FF&E, or (ii) the amount, if any, required to be reserved under the franchise agreement for FF&E.


	
(24)

	
The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to one-twelfth of the greater of (i) four percent of total gross revenues of the Mortgaged Property (based on the prior year), or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E (initially $16,895.53).


	
(25)

	
The borrower will pay to the lender, on each Due Date, one-twelfth of the greater of (i) (a) four percent of total gross revenues of the Mortgaged Property (based on the prior year) from the origination date through and including November 5, 2021, (b) four and one-half percent of total gross revenues of the Mortgaged Property (based on the prior year) from November 6, 2021 through and including November 5, 2023, and (c) five percent of total gross revenues of the Mortgaged Property (based on the prior year) from November 6, 2023 through and including the maturity date or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E.


	
(26)

	
The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to the greater of (i) one-twelfth of four percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of the last day of the calendar month of origination, or (ii) the monthly amount required to be reserved pursuant to the franchise agreement, for the replacement of FF&E (initially $15,907.62 per month).


	
(27)

	
If the Upfront Replacement Reserve is drawn upon such that the balance is below the Replacement Reserve Cap of $50,000, on each Due Date, the related borrower is required to deposit $1,690 for Ongoing Replacement Reserve until such time as the replacement reserve account balance reaches $50,000.


	
(28)

	
If the Upfront TI/LC Reserve is drawn upon such that the balance is below the TI/LC Cap of $200,000, on each Due Date, the related borrower is required to deposit $4,167 for Ongoing TI/LC Reserve until such time as the TI/LC reserve account balance reaches $200,000.


	
(29)

	
On each Due Date, the related borrower is required to deposit into an FF&E reserve account an amount equal to (i) one-twelfth of 4% of annual gross income for the prior calendar year for the Holiday Inn Express Brighton Mortgaged Property and (ii) one-twelfth of 5% of annual gross income for the prior calendar year for the Holiday Inn Express Birch Run Mortgaged Property.


	
(30)

	
On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $50,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $3,036.79.


	
(31)

	
During a Cash Sweep Event (and if it is a DSCR Cash Sweep Event and the Master Lease from Guarantor is not in place), Borrower will be required to make monthly deposits into the Replacement Reserve in an amount to be determined by SMC, currently estimated to be between $0.15 and $0.20 PSF/annum (but excluding ongoing replacements and repairs of tenant space at the Property where tenants are obligated under their leases to maintain their leased premises).


	
(32)

	
During a Cash Sweep Event (and if it is DSCR Cash Sweep Event and the Master Lease from Guarantor is not in place), Borrower will be required to make monthly deposits into the TI/LC Reserve in an amount equal to $0.60 PSF/annum (but excluding the square footage of credit tenants whose leases extend beyond the term of the Loan). Notwithstanding the foregoing, provided that no event of default then exists, monthly deposits into the TI/LC Reserve shall be suspended at any time that the balance in the TI/LC Reserve is at least equal to 60 months of collections.


	
(33)

	
On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $400,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $5,702.75.


	
(34)

	
On the Due Date in October 2019, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $20,000, and on each Due Date thereafter, the Ongoing TI/LC Reserve amount will be reduced to $5,138.88.


	
(35)

	
If the Upfront TI/LC Reserve is drawn upon such that the balance is below the TI/LC Cap of $50,000, on each Due Date, the related borrower is required to deposit $2,160 for Ongoing TI/LC Reserve until such time as the TI/LC reserve account balance reaches $50,000.


	
(36)

	
On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $50,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $3,333.33.


	
(37)

	
On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $300,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $6,037.75.

 






 




 







 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Administrator





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1


 


GS
Mortgage Securities Corporation II

200 West Street





New
York, New York 10282





Attention:
Leah Nivison


 


		Re:	Transfer
                                         of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-GSA1



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1 (the “Certificates”) in connection with the transfer by _________________ (the
“Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate
Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.            Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” (an “Institutional Accredited Investor”)
                                         within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
                                         Securities Act of 1933, as amended (the “Securities Act”) or any entity
                                         in which 



 





 



 


* Purchaser must include one of
the following two certifications.


 



    Exhibit C-1


    


    

 





	 	 	all of the equity owners come within such paragraphs and has such knowledge
                                         and experience in financial and business matters as to be capable of evaluating the merits
                                         and risks of its investment in the Certificates, and the Purchaser and any accounts for
                                         which it is acting are each able to bear the economic risk of the Purchaser’s or
                                         such account’s investment. The Purchaser is acquiring the Certificates purchased
                                         by it for its own account or for one or more accounts, each of which is an Institutional
                                         Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
                                         The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by
                                         it in connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors
in certain exempted transactions) as expressed herein.


 


3.            The
Purchaser has reviewed the Prospectus relating to the Offered Certificates (and, with respect to Non-Registered Certificates,
the Offering Circular related to such Non-Registered Certificates) and the agreements and other materials referred to therein
and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated
by the Prospectus.


 


4.            The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 






    Exhibit C-2


    


    

 


5.            The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.            The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.            Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
                                         form, as applicable), which identifies such Purchaser as the beneficial owner of the
                                         Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
                                         (with all appropriate attachments) or (iii)]*** two duly executed copies
                                         of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
                                         owner of the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
                                         [as the case may be,]*** any applicable successor IRS forms, or such other certifications
                                         as the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent


 





 



 


**
Each Purchaser must include one of the two alternative certifications.


 





***
Does not apply to a transfer of Class R Certificates. 


 






    Exhibit C-3


    


    

 


provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


8.            Please make all payments due on the Certificates:****

 

	 

	☐

	(a)

	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:




 

	Bank:

	 




	ABA
#:

	 




	Account
#:

	 




	Attention:

	 




	 

	 


	 

	☐

	(b)

	by
mailing a check or draft to the following address:




	 


	 


	 




 



























9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 

	Very
truly yours,


	 

	 

	 


	 

	 

	[The
Purchaser]




 





	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 


Dated:


 





 



 





**** Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.


 







    Exhibit C-4


    


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services – GS 2019-GSA1


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of November 1,
                                         2019, by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners,
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
                                         Representations Reviewer	 



 


 


 


	STATE OF	)
	 	)                ss.:
	COUNTY OF	)






 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.            I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.            The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or
any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except


 






    Exhibit D-1-1


    


    

 


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


 


4.            The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.            The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            Check
the applicable paragraph:


 


☐            The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)            the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)           the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)          the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


    


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐            None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


    


    

 


12.            The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.            The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.            The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.            The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 





	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 







    Exhibit D-1-4


    


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 

	 

	 


	 

	 

	NOTARY
PUBLIC in and for the
State of _______________ 


	 

	 

	 


	[SEAL]

	 

	 


	 

	 

	 


	My
Commission expires:

	 

	 


	 

	 

	 





 




    Exhibit D-1-5


    


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


 600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services – GS 2019-GSA1


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1, Class R (the “Certificates”)	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 






    Exhibit D-2-1


    


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 

	Very
truly yours,


	 

	 

	 


	 

	 

	(Transferor)


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:

	 




 







    Exhibit D-2-2


    


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan
Information


	 
	 

	Name
of Mortgagor:

	 


	 

	 

	 


	 

	[Master
Servicer]

	 


	 

	[Special
Servicer]
Loan No.:

	 


	 

	 

	 


	Custodian


	 


	 

	Name:

	Wells Fargo Bank, National Association


	 	 	 
	 

	Address:

	1055 10th Avenue SE

    Minneapolis, MN 55414

    Attention:  Corporate Trust Services (CMBS)

    GS Mortgage Securities Trust 2019-GSA1


	 

	 

	 


	 

	Custodian/Trustee
Mortgage
File No.:

	 


	 

	 

	 


	Depositor


	 


	 

	Name:

	GS Mortgage Securities Corporation II


	 

	 

	 


	 

	Address:

	200
West Street

                                                                                                                        New York, New York 10282 

                                                                                                                        Attention: Leah Nivison


	 

	 

	 


	 

	Certificates:

	GS Mortgage Securities Trust 2019-GSA1, Commercial
    Mortgage Pass-Through Certificates, Series 2019-GSA1







 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(in such capacity, the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (in such
capacity, the “Trustee”), for the Holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1, 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 November 1, 2019, by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee,


 






    Exhibit E-1


    


    

 


and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer (the “Pooling and Servicing Agreement”).


 





	(
)

	 

	 


	 

(
)

	 

	 


	 

(
)

	 

	 


	 

(
)

	 

	 







 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 

	[____________]


	 	 
	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:












 


Date:
_________


 




    Exhibit E-2


    


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


GS
Mortgage Securities Corporation II

200 West Street





New
York, New York, 10282





Attention:
Leah Nivison


 


		Re:	Transfer
                                         of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-GSA1



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage
Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, Class [F-RR][G-RR][H-RR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or 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 subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each a “Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60)


 






    Exhibit F-1-1


    


    

 


under circumstances
whereby the purchase and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the
acquisition, holding and disposition of such Certificates will not constitute or result in a non-exempt violation of applicable
Similar Law).


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 

	Very
truly yours,


	 

	 


	 

	[The
Purchaser]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:










 


Date:
_________


 




    Exhibit F-1-2


    


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1


 


[Transferor]





[______]





[______]


 


Attention:
[______]


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1	 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$[__] aggregate Certificate Balance][[__]% Percentage Interest]
in [the GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, Class R Certificates
(the “Class R Certificate”) issued] pursuant to that certain Pooling and Servicing Agreement dated as of November
1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate,
the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) to purchase such Class R Certificate.


 






    Exhibit F-2-1


    


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 

	Very
truly yours,


	 

	 

	 


	 

	[The
Purchaser]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:
Title:











 




    Exhibit F-2-2


    


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT







 


 



    	 	Exhibit G-1	 



    


    




 






	 

                            

                            
	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1
 

                                                

                                               Commercial Mortgage Pass-Through Certificates
 

Series 2019-GSA1
	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Ratings Detail	7	 	 	 
	 	 	 	 	Mortgage Loan Detail	8	 	 	 
	 	 	 	 	NOI Detail	9	 	 	 
	 	 	 	 	Principal Prepayment Detail	10	 	 	 
	 	 	 	 	Historical Detail	11	 	 	 
	 	 	 	 	Delinquency Loan Detail	12	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	13-14	 	 	 
	 	 	 	 	Advance Summary	15	 	 	 
	 	 	 	 	Modified Loan Detail	16	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	17	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	18	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	19-20	 	 	 
	 	 	 	 	Defeased Loan Detail	21	 	 	 
	 	 	 	 	Supplemental Reporting	22	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating
                                         Advisor/Asset
Representations Reviewer



	 	 
	 	 	GS
                                         Mortgage Securities Corporation II 
	 	 	 	Midland
    Loan Services, a Division of	 	 	 	LNR
    Partners, LLC	 	 	 	Park
    Bridge Lender Services LLC	 	 
	 	 	200 West Street	 	 	 	PNC Bank, National Association	 	 	 	1601 Washington Avenue	 	 	 	600 Third Avenue,	 	 
	 	 	New York, NY 10282	 	 	 	10851 Mastin Street	 	 	 	Suite 700	 	 	 	40th Floor	 	 
	 	 		 	 	 	Building 82, Suite 300	 	 	 	Miami Beach, FL 33139	 	 	 	New York, NY 10016	 	 
	 	 	 	 	 	 	Overland Park, KS 66210	 	 	 	 	 	 	 		 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact:              Leah
    Nivison	 	 	 	Contact:               Heather
    Wagner	 	 	 	Contact:             	 	 	 	Contact:                David
    Rodgers	 	 
	 	 	Phone Number:   (212) 902-1000	 	 	 	Phone Number:     (913)
    253-9570	 	 	 	lnr.cmbs.notices@lnrproperty.com	 	 	 	Phone Number:     (212)
    230-9025	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 if applicable, any special notices and any credit risk retention 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 22


 




    	 	Exhibit G-2	 



    


    



 







	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	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-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	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	 	 
	 	 	(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).


        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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).


        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 2 of 22


 



    	 	Exhibit G-3	 



    


    

 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019




	 	 	 	 	 	 	 	 	 	 
	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-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	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 22


 



    	 	Exhibit G-4	 



    


    

 















	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	Interest

Shortfall/(Excess)	 	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  
    	 	 
	 	 	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  
    	 	 
	 	 	X-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-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	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 4  of 22


 



    	 	Exhibit G-5	 



    


    



 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Borrowers’ Reimbursable Trust Fund Expenses	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
    Reduction	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling
    Class: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
    as of: mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling
    Class Representative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
    as of: mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Spread Maintenance Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 5  of 22


 



    	 	Exhibit G-6	 



    


    




 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019








	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest and
    Late Payment Charges	0.00	 	 	Asset Representations Reviewer - Park Bridge Lender

Services LLC	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	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	 	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	Total Interest
    Collected	 	0.00	 	ASER Amount	0.00	 	 
	 	 	 	 	 	Special Servicing Fee	0.00	 	 
	 	Principal:	 	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on Trust
    Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from Liquidation
    and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	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	 	 	 	 	 	 
	 	Total Principal
    Collected	 	0.00	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Spread Maintenance Premiums	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Spread Maintenance Premiums	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	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 6 of 22


 



    	 	Exhibit G-7	 



    


    



 



	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Ratings Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Original
    Ratings	Current
    Ratings (1)	 
	 	 	 	 	 	  	 	 	 	 	 
	 	A-1	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A-2	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A-3	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A-4	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A-AB	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	X-A	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	X-B	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A-S	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	B	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	C	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	D	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	X-D	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	E	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	F-RR	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	G-RR	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	H-RR	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	NR  -  Designates that the class was not rated by the above agency at the time of original issuance.
	 	X     -  Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
	 	N/A -  Data not available this period.
	1)
    For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent
    to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from
    the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were
    obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 


Page 7 of 22


 



    	 	Exhibit G-8	 



    


    


 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization
    on Interest	 
	 	RT
    	-	Retail	98 	-	Other	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization
    on Taxes	 
	 	HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	IN  	-	Industrial	CH	-	Cooperative Housing	4	-	Extension	 	 	   to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	-	Deed in Lieu Of	 	 	 	5	-	Temporary Rate Reduction 	10	-	Forbearance	 
	 	OF
    	-	Office	ZZ	-	Missing Information	6	-	DPO	 	 	   Foreclosure	 	 	 	 	 	 	 	 	 	 
	 	MU	-	Mixed Use	SF	-	Single Family	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO
    	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 8 of 22


 



    	 	Exhibit G-9	 



    


    

 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 
	 	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 9 of 22


 



    	 	Exhibit G-10	 



    


    


 










	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page 10 of 22


 



    	 	Exhibit G-11	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	#	Amount	#	Amount	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 11 of 22


 



    	 	Exhibit G-12	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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
 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	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff	 	 
	 	 	 	 	But Still in Grace Period	1	-   30-59 Days Delinquent	5	-	Non
                                  Performing Matured Balloon 



	2 	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	-   60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	-   90-120 Days Delinquent	 	 	 	4 	-	Extension	 		  to Master Servicer	98	-	Other	 	 
	 	 	 	 	Than 30 Days
    Delinquent	 	 	 	 	 	5 	-	Note Sale	10 	-	Deed In Lieu Of				 	 
	 	 	** Outstanding P & I
                                                            Advances include the current period advance.

                                                             
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 12 of 22


 



    	 	Exhibit G-13	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	  -   Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	  -   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	  -   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	  -   Extension			to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	  -   Note Sale	10	-	Deed in Lieu Of	 			MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	  -   DPO	 	 	Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page 13 of 22


 



    	 	Exhibit G-14	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	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
    from Special Servicer	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	1	 -   Modification	7	-	REO	11	-	Full Payoff	MF	-	 Multi-Family	SS	-	Self Storage	 
	 	2	 -   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	 Retail	98	-	Other	 
	 	3	 -   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	 Health Care	SE	-	Securities	 
	 	4	 -   Extension			to Master Servicer	98	-	Other	IN	-	 Industrial	CH	-	Cooperative Housing	 
	 	5	 -   Note Sale	10	-	Deed in Lieu Of	 			MH	-	 Mobile Home Park	WH	-	Warehouse	 
	 	6	 -   DPO	 	 	Foreclosure	 	 	 	OF	-	Office	ZZ	-	Missing Information	 
	 	 	 	 	 	 	 	 	 	MU	-	Mixed Use	SF	-	Single Family	 
	 	 	 	 	 	 	 	 	 	LO	-	Lodging	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 14 of 22


 



    	 	Exhibit G-15	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan Group	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 15 of 22


 



    	 	Exhibit G-16	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 
	 	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 16 of 22


 



    	 	Exhibit G-17	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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  17 of 22


 



    	 	Exhibit G-18	 



    


    



 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 18 of 22


 



    	 	Exhibit G-19	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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 19 of 22


 



    	 	Exhibit G-20	 



    


    


 





	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019







	 	 	 	 	 	 	 	 	 
	 	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 20 of 22


 



    	 	Exhibit G-21	 



    


    

 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Defeased Loan Detail	 
	 	 	 
	 	Loan Number	 	 	Offering Document
Cross-Reference	 	 	Ending Scheduled
Balance	 	 	Maturity Date	 	 	Note Rate	 	 	Defeasance Status	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page 21 of 22


 


    	 	Exhibit G-22	 



    


    
 


	 	 	 	 
		GS Mortgage Securities Corporation Trust 2019-GSA1


    Commercial Mortgage Pass-Through Certificates

    

Series 2019-GSA1	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	Distribution Date:	12/12/19
	8480 Stagecoach Circle	Record Date:	11/29/19
	Frederick, MD 21701-4747	Determination Date:	12/6/2019






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk
Retention


 

        Pursuant
to the PSA, the Certificate Administrator has made available on www.ctslink.com <http://www.ctslink.com>, specifically
under the “U.S. Risk Retention Special Notices” tab for the GS Mortgage Securities Corporation Trust 2019-GSA1 transaction,
certain information provided to the Certificate Administrator regarding the Retaining Sponsor's compliance with the Retention
Covenant and the Hedging Covenant. Investors should refer to the Certificate Administrator’s website for all such information.

 

Loan Event
of Default, Servicer Termination Event or Special Servicer Termination Event information would be disclosed here.

Disclosable Special Servicer Fees would be disclosed here.




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Page 22 of 22


 




    	 	Exhibit G-23	 



    


    


  






 


 



 


 


EXHIBIT
H


 


[RESERVED]


 




    Exhibit H-1


    


    

 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1, Class [__]	 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*
            Select appropriate depository.


 






    Exhibit I-1


    


    

 


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:







 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 





 



 





** Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


    


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


    


    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:







 


Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 





 



 


*             Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


    


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, Class [__]	 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of





 


 






 


*             Select
appropriate depository.


 






    Exhibit K-1


    


    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:




 





Dated:
_______


 


cc:
GS Mortgage Securities Corporation II





 




    Exhibit K-2


    


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1, Class [__]	 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


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 L-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, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 

	Dated:

	 

	 




 








	 

	By:

	 


	 

	 

	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.











 




    Exhibit L-2


    


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
Pass-Through Certificates, Series 2019-GSA1, Class [__]	 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*             Select appropriate depository. 


 






    Exhibit M-1


    


    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:




 





Dated:
________


 


cc:
GS Mortgage Securities Corporation II


 





 



 


**            Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.





 




    Exhibit M-2


    


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


    


    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:




 






Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 





 



 


*            Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 







    Exhibit N-2


    


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor, MAC: N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





GS
Mortgage Securities Trust 2019-GSA1


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


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





 



    Exhibit O-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, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

Title:







 


Dated:
_______


 


cc:
GS Mortgage Securities Corporation II


 




    Exhibit O-2


    


    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower Party AND/OR A RISK RETENTION CONSULTATION
PARTY

(for Persons other than the DIRECTING HOLDER, the controlling class representative
and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1





trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.           The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.           In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.           [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY:] The undersigned is not a Borrower Party.


 


5.           The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and may from time to time request information [and/or is requesting the information
identified


 






    Exhibit P-1A-1


    


    

 


on the schedule attached hereto] (also, the “Information”) pursuant to the provisions of the Pooling
and Servicing Agreement. In consideration of the disclosure to the undersigned of the Information, or the access thereto, the
undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following
the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.           The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.           The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1A-2


    


    

 





	 

	 

	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder] [Risk Retention Consultation Party]


	 	 	 
	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:








 


Dated:
_______





cc:
GS Mortgage Securities Corporation II


 




    Exhibit P-1A-3


    


    




 





EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head

	Wells
                                         Fargo Bank, National Association


        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1


        trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com


	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

	 


        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        GS 2019-GSA1 Surveillance Manager


        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


	 	 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is the Directing Holder, the Controlling Class Representative, the Holder of the majority of the Controlling Class
or a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1B-1 


    


    

 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”)] pursuant to the provisions of the Pooling and Servicing Agreement and may from time
to time request information from the Master Servicer or the Special Servicer. In consideration of the disclosure to the undersigned
of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons
as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.  


 






    Exhibit P-1B-2 


    


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Holder][Controlling Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



     


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1B-3 


    


    

 





EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING HOLDER, A RISK RETENTION CONSULTATION PARTY,
CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1


 


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 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Holder, the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the


 



    Exhibit P-1C-1 


    


    

 


Distribution
Date Statements 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 Distribution Date Statements will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.  


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
    Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:















 


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1C-2 


    


    

 





EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING HOLDER, controlling class representative and/or a Controlling Class
Certificateholder)


 


[Date]


 


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head

	Wells
                                         Fargo Bank, National Association


        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1


        trustadministrationgroup@wellsfargo.com


        cts.cmbs.bond.admin@wellsfargo.com


	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com



	 


        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        GS 2019-GSA1 Surveillance Manager


        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


	 	 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
      The undersigned is [the Directing Holder][the Controlling Class Representative][the Holder
of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1 


    


    

 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       [If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each
case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.]


 


5.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


7.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-1D-2 


    


    

 


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


10.     The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


11.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.  


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Holder][Controlling Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 


 



    Exhibit P-1D-3 


    


    




 





EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head

	Wells
                                         Fargo Bank, National Association


        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1


        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com


	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com



	 


        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        GS 2019-GSA1 Surveillance Manager


        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


	 	 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST
2019-GSA1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GSA1, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    Exhibit P-1E-1 


    


    

 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       If
the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then
in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded
Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination
Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its website as
a special notice.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 






    Exhibit P-1E-2 


    


    

 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.     The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.     The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit P-1E-3 


    


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 







	 	[Controlling
    Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1E-4 


    


    

 





EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                                         Email

                                         Wells Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 20145-1951

                                         Attention: Corporate Trust Services (CMBS)

                                         GS Mortgage Securities Trust 2019-GSA1

                                         trustadministrationgroup@wellsfargo.com;

                                         cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:  

         

        Wells
        Fargo Bank, National Association, 

        8480
        Stagecoach Circle

        Frederick, Maryland 21701-4747 

        Attention:
        GS Mortgage Securities Trust Series 2019-GSA1

         



		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):  


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1 


    


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the GS Mortgage Securities Trust 2019-GSA1 securitization should be revoked as to such users:


 





	 
	 
	 
	 



  


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 







	 	[Controlling
    Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 






    Exhibit P-1F-2 


    


    

 





	 	 
	Name:	 	 
	Title:	 	 



 






    Exhibit P-1F-3 


    


    





 





EXHIBIT
P-1G  


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE 


 


[Date]


 


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head

	Wells
                                         Fargo Bank, National Association


        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1


        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com


	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

	 


        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        GS 2019-GSA1 Surveillance Manager


        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


	 	 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Controlling Class Representative] The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 






    Exhibit P-1G-1 


    


    

 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 







	 	[Controlling
    Class Representative]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


Dated:
_______ 


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1G-2 


    


    

 





EXHIBIT
P-1H 


 


Form
of Certification of A risk retention CONSULTATION PARTY


 


[Date]


 


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head

	Wells
                                         Fargo Bank, National Association


        9062
        Old Annapolis Road


        Columbia,
        Maryland 21045-1951


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1

        (with a copy sent to cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com)


	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

	 


        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        GS 2019-GSA1 Surveillance Manager


        (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


	 	 






		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, VRR Interest 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party by the Holder of the VRR Interest.


 


2.       [For
use with any party other than the initial Risk Retention Consultation Party]The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1H-1 


    


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 







	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


Dated:
_______

cc: GS Mortgage Securities Corporation II 


 



    Exhibit P-1H-2 


    


    




 





EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-GSA1



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.        has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.        has
access to the Depositor’s 17g-5 website; and


 


c.        agrees
that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information
Provider’s Website; or


 


		3	The
                                         undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3)
                                         ten (10) or more times during the most recently ended calendar year, or (b) has determined
                                         and maintained credit ratings for at least 10% of the issued securities and money market
                                         instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
                                         in the calendar year prior to the year covered by the SEC Certification, if it accessed
                                         such information for 10 or more issued securities or money market instruments



 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1 


    


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[IDENTIFY
    PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit P-2-2 


    


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (together with
its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the GS Mortgage Securities Corporation Trust
2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 (the “Certificates”) pursuant to
the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you
(the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined below) in violation of this
                                         Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit P-2-3 


    


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to the terms herein, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
                                         Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
                                         to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance
                                         with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a


 



    Exhibit P-2-4 


    


    

 


protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed


 



    Exhibit P-2-5 


    


    

 


that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


     






    Exhibit P-2-6 


    


    

 





EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-GSA1



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC,
                                         Intex Solutions, Inc., BlackRock Financial Management Inc., Moody’s Analytics,
                                         CMBS.com, Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation or Intercontinental
                                         Exchange | ICE Data Services, a market data provider that has been given access to the
                                         Statements to Certificateholders, CREFC® Reports and supplemental notices
                                         on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
                                         the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
                                         Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with
                                         respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1 


    


    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



   


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2 


    


    

 





EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 



   


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of the Pooling and Servicing Agreement,
reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that
(i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loan), (5), (7),
(15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its
possession, (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed
(based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned
with respect to such Mortgage Loan have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement
that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects
the information set forth in the Mortgage File.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-1 


    


    

 







	 	Wells
    Fargo Bank, National Association,

    as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Q-2 


    


    

  


SCHEDULE
A


 


	GS
    Mortgage Securities Corporation II

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	S&P
                                         Global Ratings


        55
        Water Street, 41st Floor


        New
        York, New York 10041


        Attention:
        Commercial Mortgage Surveillance Manager


        Email:
        cmbs_info_17g5@standardandpoors.com




	 	 
	Goldman
    Sachs Mortgage Company

    200 West Street 

    New York, New York 10282

    Attention:  Leah Nivison

    Email:  leah.nivison@gs.com	Fitch
    Ratings, Inc.

    33 Whitehall Street

    New York, New York  10004

    Attention:  Commercial Mortgage Surveillance Group

    Facsimile No.:  (212) 635-0295

    E-mail:  info.cmbs@fitchratings.com
	 	 
	Wells
                                         Fargo Bank, National Association


        600
        South 4th Street, 7th Floor, MAC: N9300-070

        Minneapolis, Minnesota 55479


        Attention:
        Corporate Trust Services (CMBS)


        GS
        Mortgage Securities Trust 2019-GSA1


        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

	 


        Kroll
        Bond Rating Agency, Inc.

        845 Third Avenue, 4th Floor

        New York, New York 10022

        Attention: CMBS Surveillance

        E-mail: cmbssurveillance@kbra.com


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


        10851
        Mastin Street, Suite 700


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President Division Head


        Fax
        number: (888) 706-3565

	 


        LNR
        Partners, LLC

        1601 Washington Avenue, Suite 700


        Miami
        Beach, Florida 33139


        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com







 






    Exhibit Q-3 


    


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING
REQUESTED BY:


 


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


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Fax
Number: (888) 706-3565


 


	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE






   


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee
(in such capacity, the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC
Bank, National Association (the “Master Servicer”), as its true and lawful attorney-in-fact (in either capacity,
as appropriate, the “Attorney-In-Fact”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized
representative appointed by the Board of Directors of the Attorney-In-Fact, to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through
(12) below; provided however, that the documents described below may only be executed and delivered by the Attorney-In-Fact
if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of November 1, 2019
(the “Agreement”) between GS Mortgage Securities Corporation II, as Depositor, the Master Servicer, as master
servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such
capacity, the “Certificate Administrator”) and as Trustee (in such capacity, the “Trustee”),
and Park Bridge Lender Services LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations
Reviewer”) and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the registered
holders of GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 and no power
is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Attorney-In-Fact’s responsibilities to service certain
mortgage loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised
of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and
other forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured
thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit R-1 


    


    

 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any
lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds
in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action,
state or federal suit or any other action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.       Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, as Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.       Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.       [RESERVED].


 






    Exhibit R-2 


    


    

 


8.        Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.        Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.       Convey
a Mortgaged Property to the mortgage insurer, or close the title to a Mortgaged Property to be acquired as real estate owned,
or convey title to real estate owned property (“REO Property”).


 


12.       Execute
and deliver the following documentation with respect to the sale of any 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 a Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-In-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of the Closing 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
Attorney-In-Fact 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 Attorney-In-Fact. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this _____ day of ________, 20__.



 






    Exhibit R-3 


    


    

 





	 	Wells
    Fargo Bank, National Association,
 as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust
    2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	,
    Vice President


 


	 	 	 	 
	Witness:	 	 	Attest:	 Assistant
    Secretary








 






    Exhibit R-4 


    


    

   





	STATE
    OF	 )	 
	 	 )	ss.:
	COUNTY
    OF	 )	 



 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


Witness
my hand and official seal.


 





	 	 Notary
    Public



 


	[SEAL]	 
	 	 
	My
    commission expires:	 
	 	 



 





 






    Exhibit R-5 


    


    

 


EXHIBIT
R-2


 


POWER
OF ATTORNEY BY TRUSTEE 

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:  


 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Stella Herauf 


Facsimile
number: (305) 695-5601 


Email:
lnr.cmbs.notices@lnrproperty.com


 


	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE



   


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National Association, a national banking association, incorporated and existing
under the laws of the United States, having a place of business at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not
in its individual capacity, but solely as trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement
dated as of November 1, 2019 (the “Agreement”) by and among GS Mortgage Securities Corporation II, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer
(the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the GS Mortgage Securities
Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1, hereby constitutes and appoints the Special
Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with
respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and
delivered by the Attorney-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.  


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 






    Exhibit R-2-1 


    


    

 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.
                                         



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



   


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



   


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



   


		6.	The
                                         full satisfaction/release of a Mortgage or full conveyance upon payment and discharge
                                         of all sums secured thereby, including, without limitation, cancellation of the related
                                         promissory note.



   


		7.	The
                                         assignment of any Mortgage and the related promissory note and other loan documents,
                                         in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced
                                         thereby.



   


		8.	The
                                         full assignment of a Mortgage upon payment and discharge of all sums secured thereby
                                         in conjunction with the refinancing thereof, including, without limitation, the assignment
                                         of the related promissory note and other loan documents.



   


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



   


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 






    Exhibit R-2-2 


    


    

 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         filing, prosecution and defense of claims, and the appearance on behalf of the Trustee,
                                         in bankruptcy cases affecting any Mortgage or the related promissory note;



 


		f.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		g.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



   


		h.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		i.	the
                                         preparation and execution of such other documents and the performance of such other actions
                                         as may be necessary under the terms of the Mortgage or state law to expeditiously complete
                                         said transactions in paragraphs 9.a. through 9.h. above.



   


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in-lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a
                                         party contracted to purchase same;



 



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



   


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the Mortgaged
                                         Property or reserves for replacement of personal property.



   


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 






    Exhibit R-2-3 


    


    

   


		13.	The
                                         execution and delivery of the following:



   


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage or other security document in
                                         the related Mortgage File or the related Mortgaged Property and other related collateral;



   


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



   


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



   


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



   


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


   


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.





 






    Exhibit R-2-4 


    


    

    


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wells Fargo Bank, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wells Fargo Bank, National Association (solely in its capacity as Trustee), then the Special Servicer shall promptly
forward a copy of same to the Trustee.  


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or the related promissory notes not
authorized by the Agreement.  


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful 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 Agreement or the earlier resignation or removal of the Trustee under the Agreement.  


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.    


 






    Exhibit R-2-5 


    


    

 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee for GS Mortgage Securities Trust 2019-GSA1, has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 





	 	Wells
                                         Fargo Bank, National Association,

                                                                         as
                                         Trustee for GS Mortgage Securities Trust 2019-GSA1
	 
	 	 	 	 
	 	By:	 	 
	 	 	         Name:	 
	 	 	         Title:	 



 


	Attest:	 
	 	 
	Name:	 
	Title:
    Assistant Secretary	 
	 	 
	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 


 






    Exhibit R-2-6 


    


    

   





	State
    of Maryland}
	County
    of ____}


     


On
_______________________, before me, ______________________________Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.  


 


Witness
my hand and official seal.


 





	 	 Notary
    Public



 


	[SEAL]	 
	 	 
	My
    commission expires:	 
	 







  






    Exhibit R-2-7 


    


    

 





EXHIBIT
S


 


INITIAL
COMPANION HOLDERS, INITIAL CLASS MAJORITY CERTIFICATEHOLDER   


 


	Loan	Companion
    Holder
	Washington
    Avenue Portfolio	NOTE
                                         A-2:  

         

        SPREF
        WH III LLC  

         

        NOTICE
        ADDRESS:

         

        SPREF
        WH III LLC

         31 West 27th Street, 12th Floor

        New York, New York 10001

        Attention: Michael Schulte

         

        with
        a copy to:

         

        Dechert
        LLP

        Bank of America Corp. Center

        100 N. Tryon Street, 40th Floor

        Charlotte, North Carolina 28202

        Attention: Stewart McQueen 

	East
    Village Multifamily Portfolio	NOTES
                                         A-1, A-2 and A-3:  

         

        NOTE
        A-2:  

         

        SPREF
        WH III LLC  

         

        NOTICE
        ADDRESS:

         

        SPREF
        WH III LLC

         31 West 27th Street, 12th Floor

        New York, New York 10001

        Attention: Michael Schulte

         

        with
        a copy to:

         

        Dechert
        LLP

        Bank of America Corp. Center

        100 N. Tryon Street, 40th Floor

        Charlotte, North Carolina 28202

        Attention: Stewart McQueen 

	American
    Metro Center	NOTE
                                         A-1:

         

        






 






    Exhibit S-1 


    


    

 





		 

        SPREF
        WH III LLC  

         

        NOTICE
        ADDRESS:

         

        SPREF
        WH III LLC

         31 West 27th Street, 12th Floor

        New York, New York 10001

        Attention: Michael Schulte

         

        with
        a copy to:

         

        Dechert
        LLP

        Bank of America Corp. Center

        100 N. Tryon Street, 40th Floor

        Charlotte, North Carolina 28202

        Attention: Stewart McQueen 



 






    Exhibit S-2 


    


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[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]	[Other
    Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 


		Re:	[Other
                                         Securitization Trust]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing
Agreement”), by and among [_____], as Depositor, [_____], as Master Servicer, [_____], as Special Servicer, [_____],
as Certificate Administrator and as Trustee, and [_____], as Operating Advisor and Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing
Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “GSA1
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 “Master Servicer”), LNR Partners, LLC, as special servicer (the
“Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”), and as trustee (in such capacity, the “Trustee”), and
Park Bridge Lender Services LLC, as Operating Advisor (in such capacity, the “Operating Advisor”) and as asset
representations reviewer (in such capacity, the “Asset Representations Reviewer”), pursuant to which the GS
Mortgage Securities Trust 2019-GSA1 (the “GSA1 Trust”) was established and the [SoCal Retail Portfolio][New
Jersey Center of Excellence][Millennium Park Plaza][19100 Ridgewood][Bushwick Avenue Portfolio][Hilton Portfolio][Grand Canal
Shoppes][After the applicable Servicing Shift Securitization Date: East Village Multifamily Portfolio][USAA Office Portfolio][After
the applicable Servicing Shift


 



    Exhibit T-1 


    


    

 


Securitization
Date: American Metro Center] Mortgage Loan was transferred to the GSA1 Trust as of November 8, 2019 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wells
Fargo Bank, National Association, as trustee under the GSA1 PSA, is the holder of the [SoCal Retail Portfolio][New Jersey Center
of Excellence][Millennium Park Plaza][19100 Ridgewood][Bushwick Avenue Portfolio][Hilton Portfolio][Grand Canal Shoppes][After
the applicable Servicing Shift Securitization Date: East Village Multifamily Portfolio][USAA Office Portfolio][After the applicable
Servicing Shift Securitization Date: American Metro Center] Mortgage Loan.


 


2.       You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GSA1
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 GSA1 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of the [SoCal Retail Portfolio][New
Jersey Center of Excellence][Millennium Park Plaza][19100 Ridgewood][Bushwick Avenue Portfolio][Hilton Portfolio][Grand Canal
Shoppes][After the applicable Servicing Shift Securitization Date: East Village Multifamily Portfolio][USAA Office Portfolio][After
the applicable Servicing Shift Securitization Date: American Metro Center] Mortgage Loan Co-Lender Agreement, as applicable.


 


The
[SoCal Retail Portfolio][New Jersey Center of Excellence][Millennium Park Plaza][19100 Ridgewood][Bushwick Avenue Portfolio][Hilton
Portfolio][Grand Canal Shoppes][After the applicable Servicing Shift Securitization Date: East Village Multifamily Portfolio][USAA
Office Portfolio][After the applicable Servicing Shift Securitization Date: American Metro Center] Mortgage Loan [is][is not]
a Significant Obligor (as such term is defined in the GSA1 PSA) under the GSA1 PSA.


 


3.            The
contact information for the GSA1 Trustee, the GSA1 Certificate Administrator, the GSA1 Master Servicer, the GSA1 Special Servicer,
and the GSA1 Controlling Class Representative with respect to the [SoCal Retail Portfolio][New Jersey Center of Excellence][Millennium
Park Plaza][19100 Ridgewood][Bushwick Avenue Portfolio][Hilton Portfolio][Grand Canal Shoppes][After the applicable Servicing
Shift Securitization Date: East Village Multifamily Portfolio][USAA Office Portfolio][After the applicable Servicing Shift Securitization
Date: American Metro Center] Mortgage Loan are as follows:  


 


	GSA1
                                         Trustee:

         

         

         
	 	Wells
                                         Fargo Bank, National Association 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) 

        GS
        Mortgage Securities Trust 2019-GSA1 

	GSA1
    Certificate	 	Wells
                                         Fargo Bank, National Association   



 






    Exhibit T-2 


    


    

 





	Administrator:	 	

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services (CMBS) 

        GS
        Mortgage Securities Trust 2019-GSA1 

	GSA1
    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: (888) 706-3565 

	GSA1
    Special Servicer:	 	LNR
                                         Partners, LLC 

        1601
        Washington Avenue, Suite 700 

        Miami
        Beach, Florida 33139 

        Attention:
        Heather Bennett, Esq. and Job Warshaw 

        Email:
        hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com 

	GSA1
    Controlling Class Representative:	 	Argentic
                                         Securities Income USA LLC 

        c/o
        Argentic Investment Management, LLC 

        31
        West 27th Street, 12th Floor 

        New
        York, New York 10001 

        Attention:
        Mike Schulte, facsimile: (646) 560-1745 



 


4.       The
GSA1 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 GSA1 PSA will be available upon request.


 


	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	





 


    






    Exhibit T-3 


    


    

 





EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To: 


 


	S&P
                                         Global Ratings


        55
        Water Street, 41st Floor


        New
        York, New York 10041


        Attention:
        Commercial Mortgage Surveillance Manager


        Email:
        cmbs_info_17g5@standardandpoors.com

         


	DBRS,
                                         Inc.


        333
        West Wacker Drive, Suite 1800


        Chicago,
        Illinois 60606


        Attention:
        Commercial Mortgage Surveillance


        Facsimile
        No.: (312) 332-3492


        Email:
        cmbs.surveillance@dbrs.com


	 	 
	Fitch
    Ratings, Inc.

    33 Whitehall Street

    New York, New York 10004

    Attention:  Commercial Mortgage Backed Securities Surveillance

    Fax number:  (212) 635-0295

    E-mail:  info.cmbs@fitchratings.co	 


  


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated as of November 1, 2019 (the
                                         “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
                                         Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National
                                         Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
                                         Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1 

	 	 	 
	 	 	Mortgage
                                         Loan (the “Mortgage Loan”) identified by loan number _____ on the
                                         Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore
                                         secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
                                         

                                         names:____________________

                                                ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 






    Exhibit U-1 


    


    

 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)       The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)      The
defeasance was consummated on __________, 20__.


 


(iii)     The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)     The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 






    Exhibit U-2 


    


    

 


(vii)    The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)   The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)      The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 






    Exhibit U-3 


    


    

 


(c)      Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)      Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)      Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4 


    


    

 





IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	Midland
    Loan Services, a Division of PNC Bank, National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


    



    Exhibit U-5 


    


    




 





EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1  


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of [____] (the “Pooling and Servicing Agreement”), among [_______].

Transaction: GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer as of December 31, [__]: [_______] 


Directing
Holder: [_______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of [a Final] Asset Status Report.



 


		b.	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports may not
                                         yet be fully implemented.



 


		2.	Prior
                                         to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing
                                         and if the Special Servicer has subsequently completed a Major Decision with respect
                                         to such Specially Serviced Loan, the Special Servicer has provided the applicable fully
                                         executed Major Decision Reporting Package approved or deemed approved by the Directing
                                         Holder to the Operating Advisor concurrently with delivery to the Directing Holder.



 


		3.	After
                                         an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating
                                         Advisor:



 


		a.	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the 



  


 






 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    Exhibit V-1 


    


    

 





	 	 	opportunity
                                         to consult with respect to such Major Decision and recommended action:





________


________


________


________


 


		b.	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:






________


________


 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on
the loans identified in this report. Based solely on such limited review of the items listed below, and subject to the assumptions,
limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on an “ asset-level” basis. [The Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing
Standard, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the Operating Advisor’s obligations
                                         under the Pooling and Servicing Agreement, each Asset



 






    Exhibit V-2 


    


    

 


	 	 	Status
                                         Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report,
                                         in each case, delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION].



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit the Special Servicer,
visit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal
Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary
portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions
of such formulas.


 


		IV.	Assumptions,
                                         Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related
                                         to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the



 






    Exhibit V-3 


    


    

 


	 	 	terms
                                         of the Pooling and Servicing Agreement, the Operating Advisor did not participate in,
                                         or have access to, the Special Servicer’s and Directing Holder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have authority
                                         to speak with the Directing Holder directly. As such, the Operating Advisor relied solely
                                         upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loan and certain information it reviewed in connection
                                         with its duties under the 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.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.



 


Terms
used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.  


 






    Exhibit V-4 


    


    

 





EXHIBIT
W  


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer  


 


Wells
Fargo Bank, National Association 


as
Trustee

9062 Old Annapolis Road 


Columbia,
Maryland 20145-1951 


Attention:
Corporate Trust Services (CMBS) 


GS
Mortgage Securities Trust 2019-GSA1 


Email:
trustadministrationgroup@wellsfargo.com; 

           cts.cmbs.bond.admin@wellsfargo.com  


 


Wells
Fargo Bank, National Association


as
Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Corporate Trust Services (CMBS) 


GS
Mortgage Securities Trust 2019-GSA1 


Telecopy
Number: (410) 715-2380  


 


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


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President Division Head 


Fax
number: (888) 706-3565  


 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett, Esq. and Job Warshaw 


Email:
hbennett@starwood.com; jwarshaw@lnrproperty.com and 

lnr.cmbs.notices@lnrproperty.com


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GSA1, 

                                         Recommendation of Replacement of Special Servicer 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special


 



    Exhibit W-1 


    


    

 


Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of GS Mortgage Securities Trust 2019-GSA1, Commercial
Mortgage Pass-Through Certificates, Series 2019-GSA1 (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 Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that LNR Partners, LLC, 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 LNR Partners, LLC be removed as Special Servicer and that [________] be
appointed its successor in such capacity.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 


 






    Exhibit W-2 


    


    

  





EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement  


 


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


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President Division Head 


Fax
number: (888) 706-3565]  


 


[LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett, Esq. and Job Warshaw 


Email:
hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com]  


 


		Re:	Access
                                         to Certain Information Regarding GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-GSA1 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing
Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”)/LNR Partners, LLC (“LNR”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the
“Permitted Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure
of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement
or the related mortgage loan documents.


 


[Midland/LNR]
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential


 



    Exhibit X-1 


    


    

 


[                  ]
[     ], 20[     ]


Page 2


 


Information
(a) includes or may be based upon information provided to [Midland/LNR] by third parties, (b) may not have been verified
by [Midland/LNR], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland/LNR], the [“Master
Servicer”] [“Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its Representatives
(as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies
or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Midland/LNR]’s
failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the
following will not constitute “Confidential Information” for purposes of this letter agreement: (a) information
that was already in Company’s possession prior to its receipt from [Midland/LNR]; (b) information that is obtained
by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company
by a contractual, legal or fiduciary obligation to [Midland/LNR]; (c) information that is or becomes publicly available through
no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Midland/LNR]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/LNR]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Midland/LNR] may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) [Midland/LNR]
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. [Midland/LNR] shall cease to provide the Company with Confidential Information if [Midland/LNR] has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland/LNR] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Midland/LNR]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative


 



    Exhibit X-2 


    


    

 





[                  ]
[     ], 20[     ]


Page 3



 


is
advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall be liable for
any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently provide
all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase of
any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Midland/LNR] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Midland/LNR]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    Exhibit X-3 


    


    

 





Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very
    truly yours,
	 	 
	 	[Midland
    Loan Services, a Division of PNC Bank, National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[LNR
    Partners, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]





 


	 	 	 
	CONFIRMED
    AND AGREED TO:	 
	 	 	 
	[COMPANY
    NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 








  






    Exhibit X-4 


    


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 



 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the GS Mortgage Securities
                                         Trust 2019-GSA1 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the Master Servicer 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:


 


		(A)	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR
                                         Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
                                         and as Asset Representations Reviewer;



 


		(B)	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the SoCal Retail Portfolio Mortgage Loan,
LNR Partners, LLC, as Special Servicer for the SoCal Retail Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as
Trustee, as Certificate Administrator and as



 






    Exhibit Y-1 


    


    

 


	 	 	 Custodian for the SoCal Retail Portfolio Mortgage
                                         Loan, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
                                         Reviewer for the SoCal Retail Portfolio Mortgage Loan;



 


		(C)	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
                                         Special Servicer for the New Jersey Center of Excellence Mortgage Loan, Wells Fargo Bank,
                                         National Association, as Trustee, as Certificate Administrator and as Custodian for the
                                         New Jersey Center of Excellence Mortgage Loan, and Park Bridge Lender Services LLC, as
                                         Operating Advisor and Asset Representations Reviewer for the New Jersey Center of Excellence
                                         Mortgage Loan;



 


		(D)	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
                                         Special Servicer for the 19100 Ridgewood Mortgage Loan, Wells Fargo Bank, National Association,
                                         as Trustee, as Certificate Administrator and as Custodian for the 19100 Ridgewood Mortgage
                                         Loan, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
                                         Reviewer for the 19100 Ridgewood Mortgage Loan;



 


		(E)	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         Millennium Park Plaza Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
                                         for the Millennium Park Plaza Mortgage Loan, Citibank, N.A., as Certificate Administrator
                                         and as Custodian for the Millennium Park Plaza Mortgage Loan, Wilmington Trust, National
                                         Association, as Trustee for the Millennium Park Plaza Mortgage Loan, and Park Bridge
                                         Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the
                                         Millennium Park Plaza Mortgage Loan;



 


		(F)	KeyBank,
                                         National Association, as Master Servicer for the Bushwick Avenue Portfolio Mortgage Loan,
                                         LNR Partners, LLC, as Special Servicer for the Bushwick Avenue Portfolio Mortgage Loan,
                                         Citibank, N.A., as Trustee, Certificate Administrator and as Custodian for the Bushwick
                                         Avenue Portfolio Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor
                                         and Asset Representations Reviewer for the Bushwick Avenue Portfolio Mortgage Loan;



 


		(G)	KeyBank,
                                         National Association, as Master Servicer for the Hilton Portfolio Mortgage Loan, LNR
                                         Partners, LLC, as Special Servicer for the Hilton Portfolio Mortgage Loan, Citibank,
                                         N.A., as Trustee, Certificate Administrator and as Custodian for the Hilton Portfolio
                                         Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
                                         Reviewer for the Hilton Portfolio Mortgage Loan;



 


		(H)	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the Grand Canal Shoppes Mortgage Loan, LNR
Partners, LLC, as Special Servicer for the Grand Canal Shoppes Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
Administrator, as Custodian and as Trustee



 






    Exhibit Y-2 


    


    

 


	 	 	 for the Grand Canal Shoppes Mortgage Loan, and Pentalpha
                                         Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Grand
                                         Canal Shoppes Mortgage Loan;



 


		(I)	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the
                                         USAA Office Portfolio Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
                                         for the USAA Office Portfolio Mortgage Loan, Citibank, N.A., as Certificate Administrator
                                         and as Custodian for the USAA Office Portfolio Mortgage Loan, Wilmington Trust, National
                                         Association, as Trustee for the USAA Office Portfolio Mortgage Loan, and Park Bridge
                                         Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the
                                         USAA Office Portfolio Mortgage Loan;



 


		(J)	[AFTER
                                         THE APPLICABLE SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for
                                         the East Village Multifamily Portfolio Mortgage Loan, [______], as Special Servicer for
                                         the East Village Multifamily Portfolio Mortgage Loan, [______], as Trustee for the East
                                         Village Multifamily Portfolio Mortgage Loan, [______], as Certificate Administrator and
                                         Custodian for the East Village Multifamily Portfolio Mortgage Loan, [______], as Operating
                                         Advisor and Asset Representations Reviewer for the 105 East 17th Street Mortgage Loan.



 


		(K)	[AFTER
                                         THE APPLICABLE SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for
                                         the American Metro Center Mortgage Loan, [______], as Special Servicer for the American
                                         Metro Center Mortgage Loan, [______], as Trustee for the American Metro Center Mortgage
                                         Loan, [______], as Certificate Administrator and Custodian for the American Metro Center
                                         Mortgage Loan, [______], as Operating Advisor and Asset Representations Reviewer for
                                         the American Metro Center Mortgage Loan.



 


Date: _________________________


 





	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the

        depositor)
	 	 



 






    Exhibit Y-3 


    


    

 





 




 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


GS Mortgage Securities Corporation II


200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.            Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.            Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 






    Exhibit Z-1-1


     


    

 


4.            I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



  




    Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.            Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    Exhibit Z-2-1


     


    

 


3.            Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.            I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.            The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is being signed by me as
an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


  




    Exhibit Z-2-2


     


    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison




 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.            Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.            Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the


 



    Exhibit Z-3-1


     


    

 


Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.            I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.            The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-3-2


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.            Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-4-1


     


    

 


3.            Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.            I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 


	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


  




    Exhibit Z-4-2


     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.            Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.            Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 






    Exhibit Z-5-1


     


    

 


4.            The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.  



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.            Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.            Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 






    Exhibit Z-6-1


     


    

 


4.            I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.            All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-6-2


     


    

 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates,
Series 2019-GSA1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2019 (the “Pooling and
Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.            Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.            Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the


 



    Exhibit Z-7-1


     


    

 


Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    

PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 






    Exhibit AA-1


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    

PARTY
	Reference	Criteria	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)2
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
                                         Administrator

                                         Operating Advisor (with respect to A and B)

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 





 



 


2
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the
applicable calendar year.


 






    Exhibit AA-2


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    

PARTY
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
                                         Servicer

                                         Operating Advisor

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     


    

 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-4


     


    

 



 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2019-GSA1 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.


 





	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        

        ●     Item
        1121(d) of Regulation AB

        

        ●     Item
        1121(e) of Regulation AB

         
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer

         

	
        Item 2: Legal Proceedings:

         

        ●     Item
1117 of Regulation AB (it being acknowledged that such Item 1117 
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
Servicer (as to itself)





    Exhibit BB-1


     


    

	requires disclosure only of proceedings described therein that are material to security holders)	
        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as a sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds


	●     Depositor
	Item 4: Defaults Upon Senior Securities


	●     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders


	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         





    Exhibit BB-2


     


    

	
        Property (as applicable), and quarterly and annual financial
        statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that
        for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and
        interim period is required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in a Sponsor’s Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as a sponsor (as defined in Regulation AB))
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

        

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date)

        ●     Master
Servicer (with respect to the balances of each REO Account (to the





    Exhibit BB-3


     


    

	 	
        extent the related information has
been received from the Special Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement)
and the Collection Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator

        ●     Depositor

         

        provided, in each case, that this shall
in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):
	●     The applicable party that is the “Party




    Exhibit BB-4


     


    

	
         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report.
	Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously 	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is 




    Exhibit BB-5


     


    

	reported as “Additional Form 8-K Disclosure”.	executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.










 




    Exhibit BB-6


     


    

 


EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2019-GSA1
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.


 





	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	●     Depositor
	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure” 
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 




    Exhibit CC-1


     


    

	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     The Depositor




    Exhibit CC-2


     


    

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor




    Exhibit CC-3


     


    

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as a sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	
        ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Trustee

        ●     Asset
Representations Reviewer

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party





    Exhibit CC-4


     


    

	
        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2019-GSA1 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-GSA1
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3)
the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
	
        no longer constitutes an originator
of 10% or more of the assets of the Trust).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due.

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         





    Exhibit CC-5


     


    

	
        it was previously reported as “Additional Form 10-K
        Disclosure”.

         
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2019-GSA1 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was 
	
        ●     The
Depositor 

        ●     Each
        Mortgage Loan Seller

         





    Exhibit CC-6


     


    

	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-GSA1 transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two
        prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need
        not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor




    Exhibit CC-7


     


    

	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee

        

        ●     Certificate
        Administrator

        

        ●     Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        

        provided further, in each case, that in the
        event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
        be the responsible party.

        

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601
of Regulation S-K)
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable




    Exhibit CC-8


     


    

	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	●     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
Agreement.
	●     Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of
        this Pooling and Servicing Agreement.

         
	
        ●     Master
        Servicer

        

        ●     Special
        Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 




    Exhibit CC-9


     


    

	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.




    Exhibit CC-10


     


    

	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        

        [Depositor]











 




    Exhibit CC-11


     


    

 


EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this GS Mortgage Securities Trust 2019-GSA1 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.


 





	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

 

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement 





    Exhibit DD-1


     


    

	 	that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	●     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        

        ●     Certificate
Administrator





    Exhibit DD-2


     


    

	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01: ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee


        ●     Depositor


	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
        Administrator


        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)


	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
        Servicer


        ●     Special
        Servicer


        ●     Certificate
        Administrator


        ●     Depositor


	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor


        ●     Certificate
        Administrator


	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K)
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of
	
        ●     Certificate
        Administrator

         


        provided, in each case, that this shall
in no 





    Exhibit DD-3


     


    

	Item 601 of Regulation S-K)	event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)
	●     Not Applicable.




    Exhibit DD-4


     


    

	
         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.










 




    Exhibit DD-5


     


    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO


cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 20145-1951





Attn: Corporate Trust Services (CMBS) GS
Mortgage Securities Trust 2019-GSA1


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [               
   ], phone number: [                        ]; email address:
[                        ]. 

	 

	[NAME
                                         OF PARTY],


	 

	as
                                         [role]


	 

	 


	 

	By:

	


	 	 	Name:
	 

	 

	Title:




 


cc: Depositor


 




    Exhibit EE-1


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


	Mortgage Loan Seller	Mortgage Loan Name	Sub-Servicer Name	Sub-Servicer’s Duties
	GSMC 	2929
East Camelback   	Berkadia	Cashiering
	SMC	Bluebonnet Village	Northmarq Capital	Non-cashiering
	SMC	AAASelf Storage Eastchester	Grandbridge Real Estate Capital	Non-cashiering
	AREF	Dorel Laredo	Berkadia	Cashiering




    Exhibit FF-1


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None


 




    Exhibit GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [LNR Partners,
LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Trustee] [Wells Fargo Bank, National Association, as Certificate
Administrator] (the “Certifying Servicer”),
certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:

	 

	 




 


[Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer]

[LNR Partners, LLC, as Special Servicer]

[Wells Fargo Bank, National Association, as Certificate Administrator]

[Wells Fargo Bank, National Association, as Trustee]


 





	By:

	 

	 


	 

	Name:

	 


	 

	Title:

	 




 




    Exhibit HH-1


     


    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 






    Exhibit II-1


     


    

 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]


 





	 

	[NAME
                                         OF REPORTING SERVICER]


	 	 
	 	By:	 
	 

	

	Name:


	 

	 

	Title:




 







    Exhibit II-2


     


    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





28 West 44th Street, Suite 815





New York, NY 10036





Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com; trustadministrationgroup@wellsfargo.com


 


Ref: GSMS 2019-GSA1, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	GSMS 2019-GSA1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS 2019-GSA1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS 2019-GSA1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 




    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator





600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479





Attention: Corporate Trust Services (CMBS)





GS Mortgage Securities Trust 2019-GSA1





E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), by and
among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account
    Name	Beginning
                                         Balance as of 

        

        MM/DD/YYYY
	Ending
                                         Balance as of 

        

        MM/DD/YYYY

	Collection
    Account	 	 
	REO Account	 	 


 






    Exhibit LL-2


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                   
              ], phone number: [             ]; email address:
[                           ].

	 

	[NAME
OF PARTY],


	 

	as
[role]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 


cc: Depositor


 




    Exhibit LL-3


     


    

 


EXHIBIT
MM


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road





Columbia, Maryland 20145-1951





Attention: Corporate Trust Services (CMBS)





GS Mortgage Securities Trust 2019-GSA1


 


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





10851 Mastin Street, Suite
700





Overland Park, Kansas 66210





Attention: Executive Vice President
Division Head





Fax number: (888) 706-3565


 


LNR Partners, LLC





1601 Washington Avenue, Suite 700





Miami Beach, Florida 33139





Attention: Heather Bennett, Esq.
and Job Warshaw





Email: hbennett@starwood.com; jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor





New York, New York 10016





Attention: GS 2019-GSA1 Surveillance Manager





(with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


		Re:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of November 1, 2019, by and among GS Mortgage Securities Corporation II, as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer 



 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates,


 






    Exhibit MM-1


     


    

 


representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:






	 

	 

	 


	 

	 

	 


	 

	 

	 


	 

	 

	 


	 

	Contact Info: [Tel/Email]





  


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 

	Very
truly yours,


	 

	 


	 

	(Transferee)


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 







    Exhibit MM-2


     


    

 


EXHIBIT
NN


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2019-GSA1



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Mortgage Loans.  
	 	 	 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.  In addition, the Tests may not be sufficient to determine every instance of noncompliance.
	 	 	 


	 	
        3.
	
        The ARR, other than forwarding
this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report. 

	 	 	 
	 	4.	Capitalized words and phrases used herein
        shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



 





 



1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    Exhibit NN-1


     


    

 





	 

	Park Bridge Lender Services LLC,
as Asset Representations Reviewer


	 

	 

	 


	 	By:	 
	 

	

	Name:


	 

	 

	Title:




 




    Exhibit NN-2


     


    

 


Exhibit A


 


Detailed Scorecard





[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[__]	Lease
    Estoppels	[__]	[Insert
    Test Description]	[Insert
    Test findings]
	[__]	Due
    on Sale or Encumbrance	[__]	 	 




    Exhibit NN-3


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2019-GSA1



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


	 	1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures]  with respect to the Delinquent Mortgage Loans.
	 	 	 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.
	 	 	 


	 	3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.
	 	 	 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



 





 



1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    Exhibit OO-1


     


    

 





	 

	Park Bridge Lender Services LLC,
as Asset Representations Reviewer


	 

	 

	 


	 	By:	 
	 

	

	Name:


	 

	 

	Title:




 




    Exhibit OO-2


     


    

 


Exhibit A


 


Summary Scorecard





[Template Example Below]


 


	Test
                                         failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations
    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	[__]	Lease
    Estoppels	[__]
	[__]	Due
    on Sale or Encumbrance	[__]




    Exhibit OO-3


     


    

 


EXHIBIT PP


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Subject Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit PP and the terms
of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations
Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call for Review and
Collection and Inventory of Review Materials


 


		Step 1	Asset Representations Reviewer (“ARR”) receives the following
items before beginning its review:



 


		■	CREFC® Delinquent Mortgage Loan Status
Report



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	Asset Review Notice



 


		■	List of all Subject Loans



 


		■	Review Materials for each Subject Loan via Secure Data
Room access, including the Diligence File



 


		■	Any Unsolicited Information (if applicable)



 


		Step 2	For each Subject Loan, ARR inventories all Review Materials
to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Subject Loan are
missing, using the list of documents provided in the definition of “Mortgage File” of this Agreement, any comparable
lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject
Loan, to guide its review and determination.



 


		Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such



 



    Exhibit PP-1


     


    

 


missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer or the Special Servicer,
as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing
documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents
from the related Mortgage Loan Seller.


 


Analysis and Testing
of Representations and Warranties


 


		Step 4	For each Subject Loan for which ARR has received all Review
Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each representation
and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:



 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used
in its testing of such representation and warranty;



 


		●	whether ARR has determined that there is any evidence
that such representation or warranty was not true when made by the related Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable representation
or warranty that does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its
conclusion;



 


		○	completing the Asset Review Report by setting forth, for
each [Subject Loan], the information contemplated herein with respect to each representation and warranty.



 


ARR will not attempt (and has no obligation)
to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review
as contemplated herein.


 




    Exhibit PP-2


     


    

 


EXHIBIT
QQ


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor, MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GSA1





Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2019 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of
the [Depositor][Asset Representations Reviewer].



 


		2.	The undersigned acknowledges and agrees that (a) access
to the Secure Data Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling
and Servicing Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available
to any other person except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the
Depositor and (c) it will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses
the Secure Data Room, the undersigned is deemed to have recertified that the representations above remains true and correct.



 


		4.	[The undersigned is not a Certificateholder, a beneficial
owner or a prospective purchaser of any Certificate.]



 






    Exhibit QQ-1


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 

	[NAME
OF PARTY],

as
[role]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 





Dated: _______


 


[GS Mortgage Securities Corporation
II,





as Depositor]


 





	By:

	 

	 


	 

	[Name]

	 


	 

	[Title]

	 




 




    Exhibit QQ-2


     


    

 


EXHIBIT
RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Midland
        Loan Services, a Division of PNC


        Bank,
        National Association


        10851 Mastin Street,
Suite 700

        Overland Park, Kansas
66210

        Attention: Executive
Vice President Division

        Head

        Fax number: (888) 706-3565
	
        LNR Partners, LLC


        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett,
Esq. and Job Warshaw

        Email: hbennett@starwood.com;
        jwarshaw@lnrproperty.com and lnr.cmbs.notices@lnrproperty.com

         

	 	 


		Attention:	GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate
Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


5.  _____
 An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


6.  _____
 A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


7.  _____ An
Asset Review Trigger has ceased to exist.





(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 

	Wells Fargo Bank,
National Association, as   Certificate Administrator for the Holders of   the GS Mortgage Securities Trust 2019-  GSA1,
Commercial Mortgage Pass-Through   Certificates, Series 2019-GSA1


	 

	 

	 





 






    Exhibit RR-1


     


    

 


	 

	By:

	 


	 

	 

	[Name]


	 

	 

	[Title]




 




    Exhibit RR-2


     


    

 


Schedule
1


 


MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	SoCal Retail Portfolio



 


		2.	New Jersey Center of Excellence



 


		3.	Bushwick Avenue Portfolio



 


		4.	Washington Avenue Portfolio



 


		5.	Hilton Portfolio



 


		6.	East Village Multifamily Portfolio



 


		7.	American Metro Center



 




    Schedule 1-1


     


    

 


Schedule
2


 


CLASS A-AB SCHEDULED PRINCIPAL BALANCE
SCHEDULE





See Annex E to the Prospectus.


 




    Schedule 2-1


     


    

 


Schedule
3


 


MORTGAGE LOANS WITH “PERFORMANCE”,
“EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES


 


	Loan No.	Loan Name	Reserve	Amount
	3	1950-2000 Alameda de las Pulgas	Unfunded Obligations Reserve	$1,657,088
	9	Dorel Laredo	Earnout Reserve	$2,000,000
	9	Dorel Laredo	Renovation Reserve	$2,004,280
	12	Washington Avenue Portfolio	Unoccupied Premises Reserve	$595,458
	12	Washington Avenue Portfolio	Pub Heights Case Reserve	$250,000
	44	208 East 95th Street	Building Violations Reserve	$279,750
	 	 	 	 



 






    Schedule 3-1